


Spidermane the heroic age returns

by jboy44



Category: Marvel, My Little Pony: Friendship is Magic
Genre: Crossover Pairings, F/M, Harems
Language: English
Status: Completed
Published: 2020-01-13
Updated: 2020-06-26
Packaged: 2021-02-27 07:42:38
Rating: Explicit
Warnings: Graphic Depictions Of Violence
Chapters: 30
Words: 43,181
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22243537
Author URL: https://archiveofourown.org/users/jboy44/pseuds/jboy44
Summary: M-day instead of no more mutants Scarlet witch said, "No more powers" now years later in a world were humanity has lost it's powers two strange princess arrive form another world there arrive heralds a return of powers of magic of the avengers, of there now protector Peter Parker now know as Spiderman. Anthro ponies. Peter Parker x harem.
Kudos: 3





	1. Chapter 1

In the Avenger mansion the team was trying to calm down the breaking Scarlet witch as she let out a yell of, "NO MORE POWERS!"

there was then a shock wave as everyone covered their eyes.

years later Peter Parkers point of view.

I looked in the mirror I hadn't aged that much, I was in my bath room looking at the calendar It had been five years sense the Scarlet witches mental break down sense M-day! The day every human lost their powers!

I was holding my head panting as I looked at myself in a white shirt and blue jeans no shoes on I always head a panic attack at the memory going form being the avenger spiderman to a normal guy!

All the years I wished I didn't have my spider powers and I got it! and no I realize I was an idiot! I may have lost my powers but villains I beat that were aliens or tech users like Tony still had them.

Now I was a powerless man! I couldn't defend myself let along the people I cared about! Being a hero is a gift one I hated and didn't realize how much I need it till now!

I walked out in to a library mine I made a living writing books about my time as spiderman through a pen name with names changed around with money I bought a beach side mansion in Puerto Escondido Oaxaco Mexico, I thought being around the ocean would calm me, I thought making a mansion that was a fortress would make me feel safe I thought being away form those a care about would make them safer as if my identity was figured out they would come here for me.

But I was wrong I felt powerless even here! Hopeless defenseless much like most of the avengers. I am honestly shocked the alien's half aliens and tech user were able to handle it. But then again most of our biggest through were magic based and that is gone now too.

I then looked out at a strange storm coming in looked up I saw rainbow lighting flash in it witch was magical and impossible under the rules Scarlet witch set our world too. I then held my head feeling something I hadn't felt in a long time a tingle form the spider sense.

I ran out my front door following In a mad dash across the beach what ever was happening was undoing the witch's work! I had to follow it! I had too!"

Point of view change to third.

In Asgaurd thor was looking at what was once the rainbow bridge to midguard and his eyes widen as the bridge faded in and out returning as he cried a little, "the bridge! The bridge has returned! Or is trying to at least something be undoing the red enchantress spell! Please what ever do this restore the bridge so I may return to my friends to Jane Frost! To the land of mortals!"

Meanwhile back with Peter.

he came to the beach to find what looked like Two winged unicorns one white with a rainbow like mane the other blue with a star like mane.

they looked to be in pain as he walked over to them his mind racing that this was magical witch means magic would be returning hopefully to this world and someone can brake the Scarlet witches spell.

the white one looked to him and reached out with a hoof and in a moment it touched peter's hand and there was a shock wave and Peter passed out.

when Peter came too he was slowly un burying himself form the sand looking at himself he noticed his hands were covered in Fury, he then walked over to the waters edge he was covered in brown fur, darker brown mane and tail had an equine like face and hooved feet before he could scream he covered his mouth and notice he wasn't on the beach anymore.

he knew were he was it was a black void and he said, "Madame Web?" he then heard a laugh and turned to see the cosmic lady spider totem and blind seer sitting on her throne.

The Blind seer smiled and said, "Why hello Peter it has been too long I most thanks Celestia and Luna for arriving and resparking magic but be warned Peter what happened to you is not there fault but the fault of reality."

the former super hero looked confused, so Madame web continued, "they were hurting as things like them couldn't exist in our world so when you two touch all three of you where reshaped into a middle ground that could! Magic will return soon but for now you have a new path to follow. The two are princess of there home land who left ruling to family as it was a job they did not want! They want to come to a land were they could be normal women Needless to saw they came to the wrong one!"

Peter raised and eye brow and said, "you think?"

madame web point at him and said, "Don't' get snippy with me sonny! Do you have any idea what you have unleashed! With all the magical monster and demons that shall soon be returning the heroes will be out numbered! This world now depends on you and those sisters Celestia and Luna resparking the heroic age! They are not naturally alicorns so they have MGH just like you! Thanks to the black out they have already been captured in there weekend state they can not brake free and when they can the gangsters that captured them will have enough MGH to restore power to 100 highest bidding villains even if it would be for a day you see the danger they are in? And how you were only saved form the sand burying you slightly to hide you!"

Peter looked at her and said, "so what I need to save two princess who are royal idiots and use there restore power to my old friends sure let's get right on that when I can web swing again!"

Madame web said, "Silly peter you already cane!"

Next thing he knew he was falling and noticed a black glove on his hand and out of reflect he did his web shooting finge placement and a web came out and he swung to the side of a building.

he panted as he looked in the Glass he was in a black costume with four black costume with red spider symbol on his chest red lens on the mask red black widow hour glasses on his palms it was fit for his new body shape even had a fake heel to help him stand in the boots the tail wrapping end at the tip and his mask had a spot that made his mane come out like a mohawk.

It was at that point he noticed he was wall crawling on the side of a wall as he panted, "ok ok powers restored! But I am out of shape! I'll need to add gear to this thing now were am I going to find the princess."

In a moment his Vision went Grey and he saw a yellow spot and his spider sense was tingling as he said, "ook I'll just go with that!" he said as he jumped off and web swung off noticing that fact he had no web shooters he was naturally spinning webs.

He then dropped to a roof top as he said, "Buildings are getting to small to web swing I'll need to go low! And in!"

he then continued to jump form roof top to roof top the area getting more falling apart as he did with out super heroes to take care of it the world was falling apart into crime the police couldn't handle it anymore mostly because the super tech bad guys were selling there weapons and tech.

he looked out the storm was moving in over them as he came to what looked like a part came up slowly mostly make ship castle with smaller buildings in side the yellow light coming form it! he then wall crawled up one of it's sides his suit's dark colors letting him blind in to the shadows to avoid being spotted by guards but as soon as he was on the other side the spot light shined down all over he was revealed as guards turned to shoot.

he became jumping and flipping out of the way of gun fire while shooting web lines to either pull the guns to him were he snapped them In half or using webs to jam the barrels.

it was quick and easy but before long the guards were out of guns and charged at them with knives and Peter easily dodged and went in to punch them knocking them out.

Then he yelled as he turned to his right to see he had been stabbed before kicking the knife holder and pulling it out.

he growled," thank you healing factor as you could lose a role of dimes in there!" he then used the weapon to Block and knife stab form someone else as he headbutted them away.

before long Peter had knocked out all of the guards and throw the knife away as he walked along as a voice came on over the loud speakers, "What's this spiderman? Well I guess Mane now Spidermane!? Those two bitches restored your powers and this is the side effect not going to be able to sell that MGH for that high but at least this video will be proof it works!"

Peter looked around and said, "They are aliens while they were not born the way they are there MGH would be completely alien! The chances of it working on someone who's body isn't use to it is slim! And it was more of there magic doing this to me then a blood transplant! If you want MGH you can honestly use you need my blood!" he said he didn't know any of this for sure he was just trying to get this over with and get the guy out so he could save the princess!

In his office looking at the cage holding the drugged and knocked out Celestia and Luna now anthro version of themselves easily seven foot two, with figures most models would be jealous of dressed in only grey tube tops that showed off there midriffs and grey sideless dresses.

Was a bang leader In a white beater jeans boots a skull mask and tattoos all over his arms of headless heroes and he hit a button and spoke into a microphone , " Oh trust me I'll be after your blood too Spidermane! But for now let's see how you handle me!"

he then got up and walked over to what looked like an older patched up ironman suit with a crack on it's left shoulder as he got in to it he put on a batter back that plugged into the back making the light of the left repulsor spark to life as he plugged a cord into the back of the back, "Just to be safe!"

he then walked out on to his balcony and fired off repulsor shots," I AM RIGHT HERE HOMES! WITH THE BITCHES BEHIND ME!"

Down below Spiderman was flipping to avoid shots as he yelled, "AND ANOTHER COMMON CRIMENAL FINDS AN OLD IRON MAN SUIT DAM IT TONY!"

he then kept moving but it was getting harder to keep up with it ! he was panting he was getting tired it had been so long sense he had been a super hero he was out of practice badly.

Madame web's voice then spoke to Peter, "if you can not win this fight you'll never find your missing daughter that is right she still lives!"

In a moment Peter's lens mimicked widened eyes as he growled, making a fist, "My baby may is still alive!" he then shot a webline and went up high by pulling it the gangster fired on it making Peter fall.

he smirked as he fired off a web blast that hit the palm of his only working repulsor and the gangster didn't notice and went to fire only for his glove to blow up on his hand making him scream.

it was at that point a web line hit his chest and Peter gave a pull ziplining in to a two hooved feet kick to his chest!

the gangster was sent back flying into his office making his power cord came off and as he land back to wall his batter back was crushed making the suit shut off.

At this point Celestia and Luna got up as Peter removed his mask and in a moment crushed the cage they were in's lock as he said, "I hope your ok Princess I am Spidermane I'll tell you my real name later right now!" he then fired a web line witch explode into a net that held a gangster back, "let's get out of this Den of criminals shall we?"

The two princess looked confused tripping over their own two hooves before just flapping there wings to hover as they nodded in agreement.

the next day video of what happened at the criminals compound was playing everywhere.

including spidermane's leaving with the princess.

the news lady, "… you heard it here first the age of mutants and heroes is back! Spiderman now mutated returned to save two unknown mutated or alien females form a gang lord using a broken old iron man suit with plans to try and harvest there blood to sell as MGH."

in the unite states a prison guard was watching the report in a front of padded cell.

within it was a still but awake norman who's head turned as he said, "spiderman!"

the guard jumped, "YOU HAVEN'T SPOKEN IN YEARS!

to be continued


	2. enter venom part one!

At Peter's manor.

Celestia and Luna were out on the beach behind it hiding behind the large privacy walls that made the little patch of beach look like a cup.

Luna was in a black bikini as she sighed and said, "three weeks and we have this world figured out and know we most hide and have things delivered and what not! our protector is only doing this as the blind seer told him it will grant him his daughter back! Such a tragic hero!" She said sadly at the last part.

Celestia who was in a yellow bikini nodded as she was reading one of the spiderman books in a beach chair as she sighed, "yes and let's not forget the child's mother left him because she was scared of him being unmasked well now adays that mask he wears is only out of totem pride! As let's face it they see him with out the costume they will know who he is we are the only three of our kind around!" she said sounding slightly worried as she had seen the news of all the magic and demons restored.

Luna sighed as she sat down, "And let us not forget how he has our hearts a flutter dear sister!" she said flipping her mane.

Celestia's face turned pink as she said, "oh yes sister dear sister!"

Meanwhile in the city spinning around on webs and landing on the side of a building was spidermane as he sighed looking out around him and the city and people taking pictures, "So many gangs! I mean I get it all those out of work henchmen need to do something now that most of three super villain bosses are depowered and they have all that left over tech. I mean it's a mess! How could scarlet witch thing taking away power was a good idea!"

He then spotted something above and wall crawled up to see an anthro female white tiger in a black one piece bleeding form the shoulder. In a moment Peter was webbing her right shoulder up using the webs as bandages " Ava!" He said looking at her while her face was feline she still recognizable and the long flowing black hair was a give away.

She coughed and said, "Peter! Geee you look weird!" she stated.

four metal black spider legs came form the back of Peter's suit as he used them to show her his reflection " you want to be the pot or the kettle there Ava?" he added as he adjusted the red metal gauntlets he added to the suit as he said, "Let me guess Tiger amulet got working again but magic is different so it merged and left you like this?"

Ava nodded as she said, " yeah So what happened to you?"

Peter then bluntly said, "Two alien princess sisters with magic form another universe are crashing at my place!" In a moment the tiger hissed like she was jealous.

In a moment they heard a roar and got up as they saw a female Venom roaring as she screamed, "YOU WON'T ESCAPE NOW TIGER!" shevenom then summoned tendrils and tried to hit them both.

Ava Jumped holding her shoulder as Peter flipped around as he said, "and spidersense warnings form Venom! Thanks reset I guess! Now let me respond with this!" in a moment he held out his left wrist as the gauntlet fired off a jet of flames making Venom roar as she jumped to avoid it a peace of red hair coming out of the mask.

Peter's lens mimicked wide eyes, "Tiger you weren't talking about Ava were you Venny or should I say MJ!" he said in shock and horror his spider legs out like sword blades ready to strike at any moment.

Venom laughed as she said, "No following you Tiger! The venom symbiote quickly bonded to me when you vanished! And we're been looking for you ever sense! Now that you are back we couldn't wait to be reunite not one more day!"

Ava held her shoulder and growled, "THEN WHY THE HELL DID YOU ATTACK ME?"

Peter then looked at her and said, "did you just ask why crazy lady attacked someone she things had a crush on her ex-husband? I mean Venom is your classic stalker bitch for me! But on MJ yeah we have a yandere worthy of the hall of fame! We are going to need back up!" He then used a leg to cut a water tower that was on the roof and in a moment he fired off another blast form the wrist mounted flame throwers.

Water meet fire and steam blinded the area and when it was gone Venom was roaring in rage as Peter and white tiger were gone!

Spidermane was web swinging under his left arm was Ava as he said, "Ava please hi the side of gauntlet on that arm!"

Ava did it and in a moment Peter said, "Spider to house guests spider to house guests!"

In a moment Luna spoke up, "you rang pe… spidermane!"

Peter sighed and said, "My Ex-wife is now Venom hunting me and Ava! Or white tiger! Use my escape tunnels to come out a few blocks away and meet me at the place I told you about!"

A few blocks away Peter landed and set down Ava and Ava looked at Luan and Celestia in there bikinis jealously growling at them.

Spiderman said, " I am rolling my eyes under here!" he then put his gauntlet to a stone wall making it open as he said, "Come on get in hurry!" they then headed in and came to a what looked like a shield prison slash hospital fusion.

Luna and Celestia looked in and to one cell slash room and turned green and looked away, "WHAT IS THAT MASS OF TUMORS!?"

Peter then sighed and said," this is a shield hospital for the depowered. Power lose didn't get rid of deformities but took away the power to live with them!" he said looking in at an unable to move Logan as he said, "Like Logan can't move anymore with out his enhanced mutant strength he can't lift his metal bones! And Deadpool's muted Cancer still remains still alive. As it is non harmful but with out his healing factor to counter act it's growth well you see the mess he is still alive and awake!"

Ava looked at him and shivered, "Ok so why are we were Peter?"

Spidermane then hit a button on his gauntlet making an injector come out he then removed his glove and used it to draw his blood into the injector "Simple I have working Mutant growth hormone now! A simple injection of my blood should respark Wolverine's powers at least for a Day! And I have run tests of Luna and Celestia's blood they have an alien equivalent to MGH but I don't know how it would react while repowering."

Ava then blinked, "So what we use Wade as the rest for Celestia and Luna's MGH!"

Peter nodded as he walked in to go inject Logan with his blood as he said, "Logan buddy you will be thankful in a few seconds!" In a moment Logan opened his eyes jumped up as his claws popped out!

Wolverine smiled as he ripped the sleeves off his orange prison like outfit as he said, "Gee bub what took you so long!"

spidermane removed his mask and rolled his eyes, "Really not commenting on the make over? Ok now!" he walked over to Ava Celestia and Luna and he asked, "Ok now who's our donor for Deadpool reactivation?"

Logan then screamed out, "YOU HAVE TURNED EVIL PETER!"

Peter looked at him, "MY CRAZY EX-WIFE IS VENOM DUDE WE NEED AN IMMORTAL!" Logan shut up in defeat!

Ava sighed and said, "this is thanks to a magic artifact I don't have MGH much like thor!"

Luna held out her right arm and said, "I shall do it! After all it's the least I can do!"

Celestia put her hands on her hips growling in jealousy and Ava smiled and point to Celestia and said, "I like this one!"

Peter then drew Luna's blood and walked in and injected wade.

Moments later

A pink anthro earth pony mare with a clear six pack was dressed in a red bikini top red pants with metal spiked belt, blackhigh heel boots with black straps on her hips she ripped the left pants lg to reveal some bandages on the lower leg there she also had bandages on her arms with spike two belt like bands around each wrist and bicep.

She then put on the remains of a caller with a broken peace of chain hanging she flipped her blonde mane and smiled showing bright shining yellow eyes as she put on a harness that held two Katanas and picked up two guns and finally spoke, "And Deadpool is back baby! Don't mind the gender change at all!" She said striking a pose as she said," So spidey Wolvy buddies what do you think?"

Wolverine popped his claws, "…. Honestly my thoughts about you haven't changed!"

Peter then crossed his arms, "yeah!"

Deadpool face palmed and said, "Great first day as a lady and you just got friend zoned twice Wanda! That's right I am going by Wanda now as there is no way this type of full body change is temporary!"

Peter then put the injector filled with Celestia's blood in a box and write an address before putting it in a factory mailbox and said, "Ok We'll send this to Wakanda I am sure Storm would like her powers back that and her husband is currently an anthro panther thanks to the connection to his people's god being changed by the resparked different magic!"

Deadpool was loading her guns before spinning them around happily and giggling girlishly, "Ok then Who we fighting? What's going on? Or are we out of time in the chapter?"

Peter put his mask on and said, "Ok first Ava sit this one out it's a hospital go get your shoulder treated the rest of us we are fighting Marry jane turned Crazy Venom!"

Deadpool smiled as she put her guns in the holsters at her side and drew her katanas and said, "Maximum effort!" she said happily as she used her swords to point to tendrils between the hidden doors and they were black and made of slime, "She is here!"

Ava then left.

Celestia had her horn glowing and as soon as the door opened to reveal Venom she fired off a magic blast knocking her away out of it," This is a hospital! Take it out side!"

Luna nodded as she cracked her kunckles and made a staff out of blue energy " why yes sister dear sister"

Wolverine held his claws out, "Let's see just how long my powers are back thanks to Spider pony's blood!"

Peter got his spider legs ready as there blades sparked with electric energy as he said, "It's spidermane now man! Ok Avengers assemble!"

Deadpool smiled as she happily jumped and said, "FUCK YEAH FINALLY AN AVENGER BEST DAY EVER!" They all then charged.

to be continued.


	3. Chapter 3

Meanwhile in new York.

Norman was crawling out a sewer drain grumbling, "Oh my enemy has returned I stink of shit and I shall now get the worst about it! Let's go pay your daughter a visit peter!"

Meanwhile back in Mexico.

Out in the fight Peter was jumping onto a building side to avoid a tendril as he spoke out, "Madame web told me May us still alive!"

Venom hissed, "LEIES!" as she went back to attack.

Deadpool was slashing the tendrils that came at her as she said, "LADY YOU HAVE ISSUES! You got told your baby girl is still alive somewhere and you call it lies!"

wolverine growled as he charged and land a slash on Marry jane's venom's back making her roar as she bleed.

Celestia was in the air as she asked around, "Anything that weakens this things?

Spidermane was flipping landing on his feet as he said, "fire and loud sounds!" he said as he turned around and fired off a stream of fire form his gauntlets.

Deadpool put her Katana's up and drew her guns and fired saying, "But you still want to save your ex? News flash Spidey! She took off the ring because she didn't want the danger that came form being with a hero!"

Luna was using her magic to summon and throw a blue fireball that hit Venom making her hiss as she dove into a well and slowly growled out roaring in rage. "and clearly gone mad when the spider returned!"

Peter sighed as he ducked to avoid a tendril and removed one of his gauntlets. "your right MJ PLEASE FIGHT IT I DON'T WANT TO HAVE TO DO THIS!"

venom slowly walked towards him as she growled, "THERE IS ONLY VENOM!" Peter then through his gauntlet.

the spider then web swung away as he said, "I was scared of that CELESTIA LUNA FIRE ON MY GAUNTLET!"

the two sisters then fired off a mana blast at the thrown weapon and it explode in fire and Venom hissed and roared as she tried to climb into the well but the flames came out as she jumped out.

wolverine retracted his claws, "Chemical fire water won't put it out!"

Peter sadly nodded as he sighed as the symbiote burned off the women wearing it and he looked away shooting off a web line, "I'll till May her mother loved her!" he said sadly as he swung away.

Luna and Celestia were about to fly after her but Deadpool and wolverine stopping them.

Deadpool then spoke out, "Lady he needs a moment may be talk about your next move with Ava up in the place, well Deadpool out! I am finally pretty and I am going to enjoy it! wish me luck with furry lovers!" she then held out a leg and a taxi stopped.

Wanda got in and smiled as she said, "border please! I am out of this chapter!" the taxi then drove away leaving everyone looking confused.

Luna and Celestia then head back into the shield hospital to see Ava holding stiches in her shoulder and the tiger lady asked, "Couldn't save MJ?"

Luna shock her head and sat down beside her, "No and Deadpool told us to talk about what to do with you… oddly wise."

Ava looked confused as Celestia sat down beside her as she said, "Lady who do you think you fooling we saw how you looked at him your in love with him!"

The white tiger sighed as she held her head remembering there time together in shield, "yeah yeah I am! The loveable dork he had his eyes on Marry jane though. Well first it was Gwen but goblin happened, but you get my point.

Luan crossed her legs and said, "Now while your world is more complicated we come form a world where we believe heroes should be rewarded and having his heart ripped out over and over again simple won't do! Now Me and my sister are also in love with him!"

Ava jumped up in shock and stated, "WHAT?"

Celestia rolled her eyes and added, "yes and this bring us to our current issue you have known him longer you have more of a claim then us! I am a princess and can pull rank as can my sister and me and my sister can't have him to ourselves with out hurting the other. There is only one way to make it so we can all be happy with him!"

Ava was turning pink as she purred for a second before shaking her head, "What no.. no … that's …. That's…"

Luna hugged her from behind as she whispered, "completely normal for cats, and equines witch we all are!

Celestia got up and held Ava's chin with her hand, "why yes it is! Come along don't fight your instincts!"

the white tiger giggled nervously red as can be to the point she looked like a pink version of Tigra before letting out a nervous cat sound and gulping, "well when you put it like that!"

Later on Peter was on the roof of his home heading in in costume when he walked in and in a moment Ava removed his mask and kissed him to his shock.

she then broke the kiss and before a before he could process what had happened Celestia grabbed his face and pulled him into a deep kiss that made the spider legs of his costume stand up.

Luna then walked in and giggled and said, "My turn sister!" Peter's eyes widen a Celestia broke the kiss allowing Luna to grab spiderman and pull him into a kiss to his stunned shock.

Ava then spoke and rubbed her right arm, "Look Peter I've been in love with you sense high school and the sisters were are in love with you too!"

the princess of the sun smiled as she hugged Peter's right side as Ava hugged him form behind, the princess then said, " and as herds are normal for felines and equines."

Luan broke the kiss and held Peter form the right all three women resting there heads on him as she finished, "We wish to share you please take as us your herd!"

Peter's eyes widen like his brain was fried but something in him said, "….did my luck finally just turn for the better!"

Ava giggled and said, "dork!" but it was happily.

Meanwhile back in new York.

Norman was back in the green goblin costume and hopping on a glider, "first up find a jar of extremize virus to get powers back it'll work as it's tech based with it's nanites then fly to pairs and retrieve my Ace in the hole against the spider so I can finally kill her Alison hope you aren't to happy with what you got because I am taking it back and your life ends now I don't need you anymore!"

the goblin then laughed evilly and insanely as he said, "Oh the age of heroes and villains is back again how wonderous!"

to be continued.


	4. Chapter 4

It was night in new York city The green goblin was in a lab holding a bottle of the extremist virus with a mad laugh as he put it into an injector and injected himself making him fall over in pain, " MY POWERS SHALL BE RESTORED! In three days "

Meanwhile in Mexico.

Spidermane was web swinging with Ava following him on roof top to roof top the three girls decide they would partner with one at a time each night as date nights and spidey still couldn't believe it. he then said, "Luckier then wolverine getting his powers back for good form my MGH"

That is when Peter stopped when his spider sense went off, "Ava hold up Something isn't right!" that is when he heard a loud sound down below to see shocker as he swung down with Ava following as he said, "Shocker been awhile!"

Shocker turned to see Peter, "And I haven't changed unlike you chimera man!" White tiger roared only to charge and be knocked away by a metal arm making peter move to catch her.

As he stood on side of the wall putting her down he spotted Otto now in a metal pod with eight robotic arms, "So the years of super powered blows to your normal body took it's toll do back you didn't have the common sense of putting in a force field around you or a suit of body armor like that other guy!"

Otto then spoke with a robotic voice and said, "And over sight on my part yes very much spider mane I guess now."

but then form above Vulture landed and said, " Too bad shocker isn't animal themed or this would be a petting zoo!" he said.

then came in Rhino in an exo suit to recreate his old powers as he said, "Big time!"

the power armor wearing Scorpion then showed up and added, " yeah a real sinister reunion!"

that is when battle in his power armor flow down and said, " the spider vs the sinister six what a flash back!"

The six villains then charged.

Peter flipped and called out his new spider legs to slash in half two of ock's tentecles before landing on Rhino and holding on despite the bad guy trying to shake him as he fired off a flame thrower fusing the metal of his suit together leaving him unable to move as he said, "One down! One injuried!"

Ava roared as she jumped around avoiding shockers attacks but when Vulture flow in to try and tackle her she put a hand on his head and flipped over landing behind shocker were she slashed his suit's power cords leaving him powerless before she knocked him out with a round house to the head, "Two down!"

She then heard something and jumped to her right to avoid scorpion's stinger.

Spidermane was flipping around using his legs he was not only able to avoid ock's tentecles but he was able to slash tow more off before landing on Vulture's back where he made his new claws come out and slash the back pack making him freeze, "And three down." He then jumped to avoid missiles being fired by beetle.

Ock who was now using three of his arms to hold up his pod and one to tap scorpion on the shoulder as he said, "This is not working as planned the spider seems to have gotten new toys and or new powers. Plus are new dependence on tech leaves most of our members weaker you doesn't have his natural strength of danger sense, Valture can't absorb youth to restore himself, Rhino's bootleg hulk buster was made of cheap metal, and my own failing body put's us at a father disadvantage!"

he spoke as he watched Ava jump off a roof and land on Beetles wing grabbing it as she still fell braking it off so while she land on her feet like a cat the Beetle fell out of the air hit the ground and was knocked out groaning.

Scorpion then added, "Plus they still have powers! We're not ironman!" he said as he turned to run only a web line to wrap around scorpion's tail and with one pull it was ripped off leaving his only weapon his claws gloves.

Scorpion then removed one of his claws and made it explode filling the area with smoke as he and ock could get away and they did.

when the smoke was gone Ava happily laugh, "Come on playcolt we have two bad guys to track!" she said jumping off spidey right behind her.

Meanwhile in the sewer Ock was sighing, "thank goodness most of the street was ripped open for construction or I would have never fit in here!"

scorpion then said, "yeah to bad we can't have henchmen all the gansters have villain tech form there time as that. Or scavenging old hero stuff not that an old iron man suit helped that one guy."

Doctor octopus then rubbed his chin with his free arm as he said, "you make a point scorpion we need either good help, good tech or powers. And the local gang scene may just be able to help us! I heard about a cloned brotherhood of evil mutants that have power while the originals are still depowered. That may help us as well."

That is when they came to what looked like a camp with gangsters holding energy weapons pointing at them only for one whip of ock's tentacles to knock there weapons out, " perfect let's attack this thugs and steal what they scavenged."

Later on they were looking at a pile of weapons as Ock was taking some of them apart and making repairs all eight of his arms restored, "They got a hold of four of my broken arms and repaired them and now that I integrate this energy pistols into them each one of my arms is now a gun it's new and will through the spider off."

Scorpion was in his mostly repaired suit as he said, "yeah but I still only have one claw!"

the other villain then stated, "and half of my arms are outdated tech and slower making me lucky if I don't trip over my own arms so make duo like I am my ally!"

he said as he pulled out a map and something, "and look at this there is an upstart cloning factory they want to take over as they are cloning one super villain so let's go on the head for it shall we!"

Later on doctor octopus burst form the floor of a ware house making the gangsters fire only for him to return fire as scorpion jumped out and fired acid knocking melting weapons and burning flesh as they left.

Ock then walked over to the pod and opened it and there in full costume stood a perfect clone of the lizard who roared like a feral animal making ock smash his head in, "We'll need to train it!"

At that point tombstone and Hammer head came in and Ock said, "yes I see this could be the making of a new sinister six we just need one more member and an agreed alliance to kill the restored and improved spider."

tombstone adjusted his caller and said, "yeah about that!" that is when tombstone's daughter Janice Lincoln the female beetle showed up in her power armor. As Tombstone pulled out a large energy rifle.

ock then said, "If my eyes were not the only thing not incased in metal you would see my smile we all head the spider and we just got a hold of one of your scavenged tech, Just give me time to train our lizard and we'll be ready to fight him!"

Tombstone adjusted his tie and said, "Sounds like a good business deal so we're end!"

to be continued.


	5. Chapter 5

The following night Spidermane was web swinging through the city with Celestia when his spider-sense went off.

In a moment the lizard copy jumped out attacking him only for him to avid it with a flip landing on a buildings side.

Celestia was about to try and help but she quickly made an energy bubble around herself to block Machine gun fire. She turned to see Hammerhead and Tombstone.

A moment later metal tentacle knocked her away into the ground were she hit her shield fell as she jumped up avoiding laser blast form beetle.

Scorpion's stinger then came down to strike it as he laughed, "Spidey is the only one with super powers so he is the only threat once our lizard clone kills him your toast lady!" he said happily.

Meanwhile Spidermane's fight with the lizard copy had taken him into a superstore. He was ducking as lizard claws came to strike him as he used his spider legs to block them as he said, " clearly you're a copy as at least the real lizard could speak!"

the lizard hissed before sniffing and rushing off to a food case and diving in as Peter added, "And focus!" he then noticed a cold storage room as he said, "That'll doo!" he then quickly slashed the door off and in a moment he used a web line to great the lizard.

in a moment the reptile was forced form the food he was eating into the industrial freezer as spiderman quickly held up the door and braced it keeping the reptile in as he struggled.

soon he was firing web blasts at the door to help it hold as he said, "Come on Get cold get cold you cold blood bastard!"

soon the lizard was fighting less and less till it passed out and Spidermane smiled and said, "thank you basic science!" he then ran out side and fired a webline swinging off as he looked back at the store owner and said, "Sorry for the damage but the business the free advertising this will get should make up for it again sorry and call the cops you got a lizard in the fridge.

In a moment he came to Celestia grabbed by Doc ock clearly unable to keep up with five villains in a moment Peter land on Ock's back and stabbed a spider leg into the back of his pod making his tentacles fail dropping the princess as he fell over unable to work.

In a moment Spiderman flipped to avoid beetles shoots only for Celestia to smirk as she fired hitting the lady in power armor in the back making her fall.

in a moment Tombstone charged with his tommy guns trying to hit her as Celestia got up and smirked as she held out her arm making the guns bend form the attempted gun bash as she said, "what's wrong out of bullets?" in a moment the mobster was sent flying by a hooved kick to the stomach.

hammer head then charged in hitting Celestia on the left side knocking her into a wall and making her gasp in pain as she held her side getting up weakly as she said, "What is there a plate of metal in your head?"

hammer head tapped it and said, "big time toots!" he said happily as he said, "it's the stuff wolverine's bones is made of you see So my head can brake anything! Making it the perfect weapon!" he then charged only to have Scorpina throw at him by a web line.

In a moment Hammer head groaned in pain as he said, "My back!"

Spidey was on the side of a wall as he said, " yeah too bad it is just your head!"

the Scorpion the final member of the sinister Six got up looking around as he said, "Well dam! I got it!" he then fired off his last claw and it explode in the air making smoke and when it cleared the scorpion's suit was empty.

Peter's lens mimicked a raised eye as he said, "right no powers means he doesn't have the side effect of need life support so he doesn't need his suit anymore!"

The next day.

someone a the news was saying "Mac Gargan was found runny away form the scene is in his underpants moments after ditching his suit."

In the parker house Celestia was icing her hip as she groaned, " Ouch still hurts! To walk! Ouch!"

Spiderman blinked as he saw her and said, "I think we need to get a doctor in this place! And I think I know just the guy!"

later on at another part of a city there was a tap at a window and a doctor named Donald Meland jumped to see Spidermane as he said, "Gee you think you would be use to spider totem's at the window form being friends with my brother Kaine but look Doctor I have a problem and I need a non raciest person to make a house call!"

Donald then nodded as he said, "I'll help!"

Later on in the parker house Celestia was on the couch as the doctor looked at her hip and she let out a yell of pain as he said, "yeah that's broken!"

The princess of the sun groaned as she said, "Ok then how long till it heals?" she said in pain.

Donald sighed and said, "that's the thing with out an x-ray to see the damage!"

In a moment Luna's horn put a spot light on Celestia that showed the bone as he said, "Ok thanks you miss and … oh no!"

Celestia's eyes widen as she let out a panicked, "…. That's never a good thing coming form a doctor!"

Donald sighed as he said, "It's broke broke! It's not going to fix it's self it needs to be replaced!" Celestia looked confused as he said, "I take it you don't have that here we are able to make artificial bones to replace ones to damaged to be healed you need to go to a normal hospital be knocked out so you sleep through it not feeling a thing and they take out the old bones put in the new artificial ones close you back up and then wait for the cut form said replace to heal!

Celestia's eyes widened as she said, "you know it doesn't hurt that badly!" she said nervous before sitting up and letting out a scream of pain that while couldn't be heard by human ears shattered glasses.

Luna then through her sister over her shoulder as she said, "Ok too that shield medical place Come along dear sister you need replacement bones!"

Celestia was crying as she said, "I don't want to!"

Later on at the shield hospital Celestia was put to sleep and they where wheeling in adamantium hip replacement parts as the doctor held an adamantium surgical knife as he said, "Let's do this!"

Meanwhile Luna was on pins and needles in the waiting room sitting with Peter.

Ava rolled her eyes and left as Luna grabbed Peter and said, "what if something goes wrong?"

the spider through an arm around her and petted her back, "It'll be ok trust me they know what they are doing!"

Much later on in a hospital bed Celestia was yawning as she held her hip and said, "OCUH! OUCH OUCH! DON'T FEEL A THINK MY SOLAR ASS!" She screamed crossing her arms.

Donald then walked in and said, "We never worked on a member of your race we didn't know how much pain killer to use!" he said offering her a pill and said, "this is pain killer they will help!"

The following knight in New York City the Green goblin flow on his glider laughing insanely as he said, "Extremist virus powers a good fill in for the goblin potion now off to go get the Spiderling to use as bait against her daddy! The spider shall fall!"

to be continued.


	6. Chapter 6

It was another night Luna was landing as peter was looking at six sets of three fingers slashes on a wall as he raised and eye brow and touched it, "Doppleganger!"

Luna looked confused but heard a creepy "yes!" she then looked up and jumped in shock.

There was what could only be called a monster with scaled skin that had the same color and patterns as the classic spiderman outfit complete with black spider symbol it's jaws were lipless showing red teeth that blind in to the look of a masked face, it had six compound yellow eyes looking at them.

Two talon toed feet with a heel talon, sick arms with three fingered clawed hands and it was roaring and the princess of the night was shaking, "WHAT THE BUCK IS THAT THING!?"

Peter then spoke up saying " A living geometric pattern form an alternate dimension forced into a twisted version of me by an Adam warlocks evil space wizard split personality, it was one of many made but the only one to survive aid infinity war not the one with Thanos the other one!"

the princess of the night looked to the spider-totem with a look that said ' are you messing with me' but the thing hissed out, "True!"

So Luna jumped and said, "Ok ….. HOW THE HAY DOWE MAKE IT NOT LIVE ANYMORE!"

Peter then sighed, "it's an inorganic nonliving entity you can't make it not live anymore as it isn't alive to begin with no really I saw the thing cut in half at the waist it just got right up using it's lowest set of arms as a make shift pair of legs till it either grow a new set or found glue to reattack it's old ones!"

Luna was about to say something but she screamed as there was doppleganger ripping off and reattaching it's middle left arm rapidly for no reason other then it could and she looked sick form it, "Oh Tartarus no! it's just screwing with me isn't it!"

the parker then said, "Probably probably! It's fucked up in the head!" the thing then roared and jumped only for Peter to jump out.

The monster tried to slash at Luna but she backed away and summoned an energy dome and said, "DON'T YOU DARE TOUCH ME YOU FREAK!"

Doppleganger then hissed as peter's spider leg's slashed it's back as he said, "Gee you seem a bit smarter then normal you responded to your name and answered a question!"

The thing span six whip lines and waved them making spiderman jump as the web slashed the stone wall be hind him as Peter said, "And using your razor webs as chain swords! Clever! I figured with magic restored you would reanimate but this is a bit much! Did you eat the mind gem?"

the Doppleganger hissed and burped as blue light came out of his mouth for a second before he said, " yes it make me smarter!" he said as he dove only to flip above avoiding Luna's magic blast as he said, "Me listen to spidersense now!"

Peter shivered as he said, "you where less creepy as a mindless drooling monster!" he said as he flipped up to Luna's side standing on a wall his eyes glow the same as Doppleganger's.

Peter shock his head as the Monster roared, "You sense it too He doesn't like us both here! Like this! Me being me insult him! He no like me!"

Luna's eyes widen as she let out a cry of " who would like you? You freaky thing!"

The Copy web swung away as he hissed in pain, "ME RETURN WHEN ME GET SMARTER THANKS TO STONE IN BELLY! ME WILL WIN TOTEM CHALLENGE!"

Luna looked confused as Peter was web swinging away and she flow saying" Aren't you going to chase it!"

Spidermane then said, "No it's not what he wants." The princess just gulped and asked, "HE WHO!"

A loud voice then called out me! She then looked and jumped form in the glass of a giant glass mirror was a monstrous Green spider she was shaking.

the spider held out a leg as he said, "So your contention to my avatar allows you to see me Know me for what I am I am the great weaver king of the Spider totemic Deities My kind create all! Our webs hold all of reality. Your world this world are all made my me and my subject spinning our webs! So we choice spider-totems people we like to gain the power of the spider to answer the call to protect them form those who wish to destroy our master pieces!"

Luna gulped and tapped her fingers together as she said, "Gee I feel so small and unimportant now!" she said as her moving the moon didn't seem that important form what the giant spider just said.

the Great weaver then spoke up, "It was I who choice an empowered Peter Parker! While I thank you for restoring our link he is my avatar not that forgery! I allowed it to be when it was mindless and couldn't be a true totem even if it tried as it was stupider then a dog! But now now it's too smart and is becoming true! Peter Parker I am disappointed you haven't defeated it yet! The only thing holding you back is your fear! Your fear of losing control your fear of your own powers it holds you back! I order no DEMAND YOU EMBRACE THE FULL MIGHT OF MY POWER AND END THIS SHIT SHOW! YOU HAVE THE POWER TO DESOTRY IT BUT YOU WON'T USE IT!"

Peter then web swung away as the spider said, "that's right answer your bootleg's mental call! Unlike Kaine or Ben it has no soul it has no right to be a spider-totem or life! End it! show it when it's a true!" the spider then vanished.

Luna then flow behind Peter and after awhile she found herself unable to continue as she came to a web between two buildings that was massive there was some kind of barrier between her and the web.

Upon the Web Spiderman was standing facing the Doppleganger both their eyes glowing white as they circled eachother on all there limps acting like animals as Peter parker said, "the Great weaver won't allow us to continue like this anymore just hand over the stone and return to normal so this can end!"

The doppleganger then spoke up, "And give up Existence not a chance good sir! You don't even embrace your own powers!" he then charged to try and crush peter.

but when Peter tried to jump the copy smirked hit a part of the web making part of it brake and swing back hitting Peter in the back making him scream in pain form the razor sharp webbing.

Peter land on the building as he touched his back and looked at his blood covered hand as he gulped, "you used strategy! Your getting smarter by the minute by that stone!" In a moment Peter growled and jumped back stingers coming out of his wrist and in amoment he slashed the copies upper right hand with one.

the copy hissed as the hand broke apart in to blue particles making his hiss as he held his arm, " how? I am not regenerating?"

Peter turned the injury upon his back clearly healed as he said, "you're a doppleganger a manifestation of fears and nightmares of a person you are all I feared about my powers. So it makes sense the less I fear the weaker you get that includes Regeneration!" he said charging in again.

The copy roared as he went to rapid punches and slashed only for peter to avoid. Peter went in for spider legs slashes as the demonic copy like wise avoid rapidly as it said, "You may know what I am going to do but I know what you are going to do!"

Peter Jumped back and held his head, "Then let's try something I won't! Ok weaver give it to me!" In a moment what looked like red bone plate covered peter.

before long he appeared to a humanoid in an red exoskeleton, with spider legs the helmet formfitted to his head giving him eight eyes of black lens built in jaws like the copy four spider legs on his back clawed five fingered hands with the stingers out and a black spider symbol upon his chest his tail gone.

Doppleganger and Luna's eyes widen as Luna's jaw dropped the demon said, "did you just willing transform into man spider dear chap!"

Peter charged jumping with force enough to damage the webbing as he land four spider leg slashes cutting off form arms leaving the copy with just his handless arm and one arm on that same side.

The copy stumbled back in the web as Peter spoke the great weavers voice echoing his own, "No manspider was me struggling with my two sides me and the spider Not struggling anymore too much on the line I am the great weaver!" he then punched the copy in the gut and when his hand came out there was the mind stone in his hand.

In a moment the exo-skeleton fell off revealing spidermane in his newly repaired costume as the copy gasped looking down at the whole in his chest.

The Copy gasped and backed up his mind fading as he said, "you may have end my mind but you can't kill geometry I'll be back to hound you spider! Me return someday some how…" he then hissed as he fell off the web mindless.

Peter then turned to web swing away holding the infinity stone as he looked to the shocked Luna with a smile, "Come On Luna let's go home! This nights over!"

Luna blinked as she said, "…. Are we just going to ignore the fact you turned into a bipedal spider and ripped a magic stone out of your demonic unliving copies stomach on order of a giant divine spider?"

Peter then happily said, "No just move past it as it's over! The weaver and the copy were right I have been to scared of my powers."

the next day Peter ok up to see Ava laying on his chest Luna at his right and Celestia at his left and in a moment he held them all and kissed there heads.

Weeks later Green goblin was flying over Texa strapped to his glider a little girl with peter's hair and eye color in a red dress who was struggling she said, "I know that mean lady couldn't be my mom! You made one mistake goblin who told me who my daddy was! And trust me he's the hero he will stop you! You gave up your ace you telling him I am alive you will fall Gobby!"

Goblin laughed, "such brave words form a six year old! Truly the spiders spawn!"

to be continued.


	7. Chapter 7

The next day in the City Green Goblin was flying through the air on his glider with an evil laugh as his face appeared on all screens within it, "Hello Mexico! I am here for the spider! You dared to return so I returned! And on my glider is the ultimate hostage your daughter May you know the one I kidnapped out of the hospital. The one you thought dead Peter Parker Aka spiderman or would it be spidermane now! Come on out and come with out your mask no point in hiding your face anyway and might as well let the little girl see her father's face before he dies!"

In the Parker manor while the three ladies were shocked Peter was suited up as he put the mind Gem into a pocket on his utility belt making the red of his suit go blue as he said, " Time to go save my daughter and thanks to the mind stone we have an edge ladies!"

Later on Spidermane mask off hanging like a hood behind him span to the top of a building and land on it as Goblin Came over he could see the crying struggling May tied to the Glider and growled.

Goblin laughed as he said, "She has never once stopped struggling and saying I would lose and you would win! A true chip off the spider web!" he said as he throw a pumpkin Bomb Only for Peter to smirk as every last one exploded around him unable to hit him

Goblin yelled as he fired off missiles form his glider that did the same thing all missing him so the spider wasn't hurt. Norman growled as he yelled out, "WHAT ARE YOU DOING WEB HEAD WHAT ARE YOU DOING TO MY WEAPONS!"

Peter laughed and held his stomach as he said, 'It's not me! You idiot! Let me show you what I mean through the power of the mind stone!" he then made his wrist device show an image of a demon named Kindred planning a centipede on the Cationic Norman that soon merged into him, and he said, "That demonic centipede was a low level puppet parasite able to stop it's host form doing one thing in this case the demon punished you by making it so you can't kill me!"

Goblin growled as he screamed and fired off throwing stars form his glider and smirked as Peter had to flip and jump to avoid them as he said, "But I can still hurt you! And if you die form your injuries then Loophole spider horse! Plus I still have your daughter!" he said in rage only to here a tongue being stuck out at him.

he then turned to see Luna Holding May as she flow off and Goblin growled, "And your skanks are also not protected!" he said as he breathed fire only for Luna to make a magic Shield.

A Moment Later a blast hit his glider making the Goblin jump off to land on the roof before peter who pulled his mask up!

In a moment Norman grabbed Peter and his hands buzzed with lighting, "the Extremis virus shock touch power works wonders on a guy wearing a metal suit! I can't kill you but I can still hurt you!" he said laughing madly before Peter growled and in a moment his four metal spider legs touched norman's shoulder making him scream in pain and leg go.

Peter moved his legs and panted, "And I have the mind stone! I know everything there is to know about one person Of my choosing I chose you, you can't surprise me gobby!"

In a moment White tiger jumped out and slashed the Goblins back he yelled only for his slash marks to heal thanks to his new healing factor.

In a moment Celestia smirked as she landed and said, "and I am a solar goddess in my home reality and as sure as my sisters blood restored Storms powers and made her an anthro Zebra you hold nothing my sister is a lunar goddess, white tiger is an avatar of a tiger god, And Peter is the avatar of a spider god! You're a lowly criminal mad man you are out matched beside even if you win your punishment form hell won't let you kill Peter so he would just get back up and beat you!"

Goblin growled as he pulled out a button and hit it and in a moment May screamed in pain as he said, "And the spider forgot to check his own daughter with the stone I injected her with nanobots that for one hour kill red blood cells! I'll make her bleed out form the inside out!"

Peter growled as he said, "WHTIE TIGER CELESTIA LUNA TAKE HER HOME THERE IS A BOTTLE OF MY BLOOD I WAS EXPERIMENTING ON SHE'S MY DAUGHTER INJECTING HER WITH MY BLOOD SHOULD TURN ON HER NATURAL SPIDER POWERS AND HEALING FACTOR LETTING HER SURIVICE HURRY!"

Peter pulled his mask on as he charged at the goblin.

A half hour later at the parker manor Celestia was injecting May who was pale and shaking in a moment she cried and screamed as a brown pony like tail grow behind her and patches of fur grow too.

Celestia cried as she hugged the scared little girl petting her, "it looks like it has side effects it's ok may it's ok MayDay parker you are spiderman's daughter you're a fighter like him! He will win and you'll be home were you always should have been!" she said sadly kissing her head.

May cried and snuggled as Ava growled and Luna for a split second became nightmare moon before yelling, "GOBLIN! YOU WILL PAY!"

Meanwhile in the city the fight between Spidermane and the Goblin was still going the Goblun laughed before a message came on his wrist device and said, "Peter it worked May is becoming an Anthro pony like us but she is alive and will survive the hour is up she is healing."

Goblin's eyes widen and in a moment spiderman's fist with stinger hit his stomach as a slider leg slashed his chest making the goblin jump back and hold the wound as Peter smirked and said, "the legs are made form that metal that leaves wounds that don't heal! Goblin! I've been going easy as I want you to know that you were going to fail!"

Goblin then reached in to his bag and grabbed the last thing inside of it the time stone and in a moment tiem stopped but while he tried to turn and run away a web line stopped him and he gasped as Spidermane was rocketing towards him landing a fist.

Norman dropped the stone as Peter said, "time passing is a perspective of the mind so the mind stone counters time!" he said as if Osborn was stupid for trying it!"

Peter plugged the time into his wrist gauntlet making it glow orange as he said, " Really Goblin that was your ace and now it's gone! So go ahead try to final bomb!"

Norman then hit a button making himself explode but time froze.

Peter then web swung away humming a little tune before time restarted making Goblin explode harmlessly on the top of the closed building they were fighting on!

Peter then web swung away as he said, "and that is checkmate Goby! Thanks for the second infinity stone!"

he then went home and opened the door and in a moment spotted Celestia holding the now anthro May she had orange fur and brown mane and tail her eyes opened sadly and in a moment Peter took her removed his mask and held her tears in her eyes.

Meanwhile a world away.

In another universe Seven confused memoryless girls were confused as a ghostly copy of them all watched on in shock.

it was at that point death showed up and said, "Twilight sparkle, Rarity, fluttershy, Rainbow dash, Pinkie pie Applejack and sunset shimmer memory is self memory is identity by losing your memories and only destroying the stone after the sun set your old selves have died so you most come with me!"

Pinkie pie was crying a waterfall of tears, "I DON'T WANT TO GO WITH YOU MR REAPER!"

Death growled, "I AM A WOMAN!"

they all jumped.

Twilight gulped, "Way to go Pinkie now we'll probably go to hell!"

Rarity was shaking, "yes misidentifying gender is a real problem.

Applejack sighed as she said," ah's don't want to die Mrs Reaper!"

sunset was crying in her hands as Dashie held out her hands like she was going to fight death!

Death then looked into her scythe to see Celestia and luna commenting on how Peter had taken to be a father and how they wish they could have children but couldn't because they were sterile and Ava was a feline and Peter an equine, "I think I can arrange a deal that could give you seven and a soul that should have been but can't thanks to changed in reality a chance Reincarnation but only if your possible new shared father can pass my tests."

Death opened a portal and said, "come with me girls!"

the seven girls looked nervous but had no choice but to follow death through the portal.

Meanwhile back in the marvel universe.

Spiderman was in suit it had been a few weeks and criminals kept trying to get in to his house, "Loss of secret identity even if it was riche guy who never left home! Bad only upside the next spider book I write will be epic!" he said as he fired off web blast cocooning a large number of them before the last one ran away.

he then walked in to see Luna holding a shaking May as Ava and Celestia hovered around her for there on his couch was Death.

Peter removed his hood and said, "Oh lady death should you be string Deadpool and Thanos along?"

Death then spoke " if I had eyes I would roll them. But no I do show care I have seven souls lost before there time by technicality and a soul that now can't be born here in this reality and yet I spot Luna and Celestia wishing they were not sterile I can soul both problems with a one time deal all you have to do is win a fight with out those infinity gems!"

Peter removed the Gems and sighed as he saw Luan and Celestia smiling as he said, "Ok let's do this!"

to be continued.


	8. Chapter 8

Spidermane was Webswing in what looked like a void before he came to a lady in a black robe with the face of a skull holding the time and mind stones.

At witch point Ava Luna and Celestia showed up with the two former princess jumping to hold eachother.

May then dropped down and blinked and asked, "Dad who's the skeleton lady?"

Peter then said, "Why that's just a grimm reaper!" May screamed and held her dad, "YOU WILL NOT TAKE MY DADDY AWAY!"

Death then said," I would role my eyes but I have none, I am not here to take lives. I am also encharge of resurrection!" She then held an orb that held the rainbooms looking sat.

Celestia looked at one and said, "sunset Shimmer?"

Death sighed, "she can not hear you and this is more of a death of personality there bodies are still alive they just lost there memories and self. They have my pity. I also know the parker wives want children but Ava isn't genetically compatible and the princess are sterile I can fix the sterile ones temporarily so this seven plus one other soul can be reborn in the world of the living but a test most be past as all things don't come free!"

the orb and two stones then span in the air around themselves, "I bet is the souls two infinity stones and the echo of someone who would have been!" another orb then joined the spin between Death's hands.

In a moment Spidermane cracked his neck, "let me guess I most fight some one don't i?"

Death nodded as Captain Mar-vel landed as he said, "Long time no see peter!"

Spidermane's eyes widened as he said, "Fuck!"

He then found himself in a recreation of new York with the original captain marvel throwing energy blast his way while flying.

Peter was easily avoiding them with his spider sense webs and agility but he had to figure out away to fight back, "Come on Peter how do you fight a dead man!"

he flipped over Captain marvel flying towards him for a ram and he land on his back and his spider legs went to strike him but they passed right through making his right len's widened, "this is either rigged or one hell of a puzzle or test."

The dead avenger then gave a spin making Peter fall off as peter shot a web line and moved along with a swing landing on side of a building, "Think! Peter there is a reason she didn't want you to have the time and mind stones for this!"

He then flipped up higher on the building side to avoid power blast as he jumped flipping and spinning to avoid them. Peter then looked to the hero and said, "…. I am fighting captain mar-vel the first one not the Mar-vel the kree!"

he then span a web and said, "Mar-vel a lot happened after you died let me fill it in! thanks to time travel we saw the start of your peoples war with the skrull. The skrull land and offered one of you kree's the hand of friendship, and the kree smashed the skrulls head in with a club! You start the war!"

Mar-vel growled glowing with rage as he yelled," YOU LIE!" he then fired off more carelessly as later moved in a pattern Mar-vel was to made to see as he added, "Oh and your half skrull son hates his kree family and sides wit hthe skrull half!"

the dead avenger roared firing off bigger blasts, Peter web zipped line across as Marvel turned to keep firing as he said, "I know you aren't a raciest but that Kree pride of yours is still strong! Still very strong till me Did you even care about your son? Or was he just born to settle peace? Was he really suppose to be your baby boy or just the miracle kid to end the war between two races? He sometimes says this things mostly as an alien he is one of the few still enpowered heroes. I try to tell him his parents loved him but that rage at knowing who started it… makes me question that! And as a father my self I am horrified!"

the dead avenger screamed in rage his aura flaring before Peter used a webline to pull a brick making the damaged building behind the dead avenger fall over on him.

The spider then flipped up to a rood and said, "I may not be able to touch you but this world can Mar-vel!"

In a moment the dead avenger flow out of the rubble growling his face looking skeletal as he yelled out, "HOW DARE YOU!"

Peter's masked mimicked a raised eye brow as he said, "You aren't even really him your just an echo the real Mar-vel most have been reincarnated!"

The dead avenger then said, "No I am Mar-vel just only half.. supreme intelligence absorbs kree souls to fuel it's mind so all information isn't lost but my connection with Rick Jones made him an anchor even after the connection was cut holding half of me form it. I am all alone Peter there are no other Kree's in the land of the dead, and I am only half a man! I can't even have peace in the loneliness as I am only Mar, or vel, not Mar-vel!"

he then landed and said, "It's why your words hurt so much! I want to say yes I loved my son yes he was going to be my baby boy but I am only half of captain marvel I can't be sure!"

Peter flipped down and put a hand on his shoulder as he said, "I am sorry there Mar-vel. I did what I had too to land a hit!"

The dead avenger looked down as he looked at his hands and said, "I know Pete, you were always a good friend and the hero who did almost everything he could to save lives. I just wish I could be reborn! But I can't my soul isn't complete enough I can't be resurrected for long or reincarnated I am forever the dead avenger. Look at me I tried to hit you because death ordered it and you've turned form enemy back to my friend I surrender. You have won spider!"

They then reappeared before Ava, May Celestia, Luna and death.

The two stones returned to Peter, as the two orbs merged then split into two and entered Luna and Celestia as Death stated, "it is done!"

Mar-vel was vanishing slowly in to black mist, "Do not pitty me Parker for I am a ghost even among the dead!" he was then gone!

Before long the parker family returned home.

Luna held her stomach and said, "so pregnant and …. Henchmen and all kinds of bad guys are coming to try and get our husband…. Sister I don't think we thought this through enough."

Peter held the time stone and said, "you forget we have time control! …. I'll find away to help you captain marvel my friend. Time stone!"

In a moment time stopped for everyone but the parker family.

Ava snapped her fingers, "We make doo in time frozen for everyone but us for awhile"

Peter nodded.

While the world frozen for only a second before restarting it was ten years for the parkers.

inside the house the fifteen year old may was in a copy of her dad's original suit with web shooters on the outside as she happily pulled up the mask and said, "And Spidermare is ready!"

Looking around was a Ten year old anthro version of Fluttershy with butterfly wings clearly showing she was a mutant smiling in her white sun dress as she said, "yay!"

Rainbow dash who was also a ten year old anthro dressed in black shorts a white shirt added, "geee flying is better then wall crawling"

the ten year old Anthro Twilight was in a purple skirt black shirt with a white spider on it using magic to read three books at once as she said, "Gee dashe you sound jealous you're the only one with out a little spider Totem in them, Fluttershy has wings some bug in her I have a spider-sense, same as rarity, and Pinkie has the spider sense and strength, applejack has everything but spider sense, and Ben has all the powers."

the ten year old Rarity was dressed in a pretty purple dress with a blue flower hat looking at her hair, "I still believe you should have let me help with the outfit big sister."

Pinkie pie was dressed in blue pants and a red skirt hanging off the sealing and smiling as the ten year old said, "how many people are going to think Deadpool is my mommy?"

Applejack who was dressedin a cowgirl hat and a bright smile as on her face the kind only a child could smile as she dust off the spiders on the side of her cow girl boots, her blue jeans and her red spider web pattern shirt with a crow nest with a black spider on the back and put on her brown web print gloves and added, "Geee Sis Ah's don't know!"

Away form them a Ten year old anthro earth pony colt who looked like peter but with Celestia's white fur and luna's blue mane and tail dressed n black pants red boots red t-shirt with a black spider on it was hanging form a web, "Geee anyone else here that!"

Peter smiled before heading to his roof. Here a large hulk buster was landing it had shoulder gears and the helmet opened to see Arno Stark as he said, "hi peter?"

Peter looked at him and said, "so how is taking your younger brother's place doing!"

the other stark said, "I don't like that I run his company and wear the upgrade hulk buster as it's what's right. Now Peter it got this message!" he then played a message it sound like tony's voice saying, "arno it's me tony iron lung I'm in new u-tech!" it then cut off.

Before spidermane could say it was fake , Arno said, "I was trapped in an iron lung all my life till Tony found me hiding away by our parents and gave me a hulk buster armor iron lung hybrid so I could move around till I found out how to use extreme to cure my failing organs. The public doesn't know this only tony did so it is him! My brother is either alive kidnapped or was resurrected but the thing is I can't investigate as it's an official company and it would be bad for stark industry."

Peter then sighed and said, "so you want me to go in there?"

Arno then added, "Shield sent your sister Teresa to investigate but she went missing in action!"

Peter then cracked his neck, "Assholes most die!"

to be continued.


	9. Chapter 9

Inside the new you Building Peter was sneaking around with May who was whispering, "my first super hero mission dad I can't believe it!"

Peter then came to a door and the mind stone glow as he went to type in the code, "and thank to mind stone!"

In a moment something kicked Peter back making him land on side of a wall.

there stood what looked like an anthro mare version of She Venom with visible mane and black tail, with spieks belt, spiked arm and wrist bands and in a moment the mask pulled back to reveal a an orange furred anthro with red mane and green eyes and she spoke in a voice as she said, "sorry Tiger and may I can't let you do this!"

Peter's lens mimicked shocked wide eyes, "Marry jane!"

May jumped as she let out a shocked gasp of ,"MOMMY!?"

at that point out walked what looked like another Peter in a red suit and black shirt and tie adjusting it as he said, "Oh brother long time no see? No hug for your brother Ben or thank you for bring Back MJ?"

Peter jumped down and said, "Ok what's with the anthro make over and how are you alive!" he said pointing at him!

Ben then sighed, "Jackal want to make a resurrection machine and he found it with the might of the soul stone! But sense all the magic comes form pony land the soul stone's magic makes us anthro versions of it's life forms as a side effect and it's not even permeant. I originally had Curt Connors working on it but he made his lizard serum used it to give him his powers back and his wife and son a healing factor and left so now I need you. I have to take pills ever day to keep myself form dying and MJ is forced to ware the venom symbiote that was resurrected with her. She is stuck as Venom with her sanity restored Peter man!"

Peter looked at him and said, "…. Your just an idiot Ben!" Ben jumped as Peter said, "you aren't dying your mane or tail so clearly this whole plan is a kill and replace on my part like Kaine original thought you would do. He is going to hate being right… Not only that Marry Jane's last action was drying to kill me while I told her our baby was alive!"

Marry jane looked saddened as the mask returned and she web swung away clearly crying as May followed, "Wait mom!"

Ben let May pass as he just adjusted his tie and said, "Ok… so Mj not the trigger how about this… you will help me cure use Because we can finally have no one dies!"

Spidermane crossed his arms, "Death is part of life Ben! It teaches us! If uncle Ben just lived I won't have become a super hero! And I won't have what I have now! Besides that I don't see him so you clearly know he won't approve! And I also don't see tony so I take it he handled him self and made a get away, like Connors."

Ben growled as form his cloths an armored suit appeared looking like the iron spider costume but black and silver instead of red and gold and with four spider legs and a silver tail cover as he growled and said, "you want to do it like that brother! Then fine come on out boys!" he then snapped.

Moments letter Peter flipped to avoid a metal hoove on extending legs kick to see stilt man or stiltmane now an anthro earth pony with blue mane and tail white fur and blue eyes in his armor minus the helmet.

Up knocked the ox now an minotaur charged making peter flip to avoid, he then heard a laugh and ducked to avoid the flaming sword of the hobogoblin.

then Kangaroo now an anthro earth pony with tan fur and blonde mane and tail jumped to try and kick him making Peter flip out of the way.

Peter was on a wall as the newly revived in an fully functional anthro earth pony body with scream fur and brown mane and tail doc ock walked in his outfit now green armor as his arms were ready beside Ben.

Spidey looked at them and said, "Shit it's the undead Sinister six!"

Elsewhere in the building.

May was following Mj as she said, "MOM COME BACK! I WANT TO MEET YOU!"

MJ turned using a venom mouth to yell out, "WHY I AM A MONSTER! I DIDN'T EVEN BELIEVE YOU WHERE ALIVE AND TRIED TO EAT YOUR DAD'S BRIAN!"

the spidermare then said, "Now that was the symbiote not you mom! I know in there while Dad may have fallen out of love with you, you still love him and you want to make up for it all! I know you can! Look the symbiote probably can't live with out a host or jump hosts so it needs you! It needs to listen we just need to get the soul stone! Dad has this with the mind stone and time stones!"

Marry jane removed her mask as she put a hand on her daughter's shoulder," It's not that simple Ben made this thing stone proof his study of the soul stone let him create a jamming field at a hit of a button he can make sure all but the soul stone stop working here!"

Meanwhile on the roof.

the other parker kids were there on the roof with Tony now an anthro unicorn his had tanned fur black mane and beard he was in a older model hulk buster with the helmet up as he looked to them, "Ok your moms all three of them just ran down there to fight through hordes of resurrect super villains what makes you think you all can help?"

Twilight smiled as she said, "you used extremis to cure yourself, and besides if it can be used for the bad guys it can be use by good guys! And dad kept keepsakes of everyone!" She said holding out a tie a peace of captain marvel's suit, and a piece of a dress, and a fragment of a red spider suit.

Sunset dusted off her white sun dress as she said, "I may have slept through most of this but even I know we can help and I am just ten! We're parker kids!" the little unicorn said as she added, "and the bad guy is a parker!

Tony's helmet lowered as he said, "Well then Iron stallion has your back kiddos!"

Ben took the fragments and said, "Perfect I can wall crawl and web swing so you guys distract I sneak into the resurrection machine!"

they all then head in and there came up revived super villains as Ben jumped.

before long the little guy made it to the machine hooked into the soul stone as he smiled and said, "right where tony said it was!"

He then loaded them all in to the funnel and went to the pods, "Come on come on!" he sad hopeful.

As a taller version of Peter walked out in the red and black suit of Scarlet spider and ben flipped on ot the roof and said, "Hi I am Ben I'm your nephew uncle kaine! You where right uncle Ben is evil trying to steal dad's life!"

Kaine looked at him then his own hands and his new black tail and he pulled his mask up, "… you know what I am not even shocked! Come on I have a I told you so dance to do to your dad!"

up next came Captain marvel he looked normal probably because he was an alien and the captain smiled," "revived again I know it won't last!"

next came fully uniformed doctor druid now a unicorn with tan furr and black mane and tail as he stretched, " I am a unicorn how nice!"

Deathcry as an alien was the same stretching as she said, "Finally back let's save the day!"

as the dead avengers ran off soon joining tony , Celesita, Luna and Ava in fighting the revived super villains.

Meanwhile two more revived came out an older adult male that looked like a bearded version of Peter in a suit with a white jacket but black pants. This was Richard parker.

A woman who was now an anthro pegasus with pink fur and black mane and tail dressed in a black backless dress walked out the two looked stunned and jumped in fear and then Little Ben looked at them and said, "Hi I am Ben your grandson… it's coming to be confusing as the bad guy is also named Ben!"

to be continued.


	10. Chapter 10

In the lab Sunset smiled at her brother ben, "Ben check it out!" She point to the agent of Shield Teresa parker as Twilight finished, "We have an aunt and she's a spy."

In a moment Ben point to the two anthros behind us " and this are our newly resurrect spy grand parents!"

before Teresa and the parker parents could have a moment Pinkie tackled her grandparents yelling, "GRANDMA GRANDPA!"

In a moment the glass a few feet in front of them shattered as Peter smashed through as he said, "Ok it's a warzone down below between dead heroes and villains. I could end this but I need a hand, I need to find my way to that system jamming the time stone!"

Richard parker pulled out and loaded a gun as he said, "that sounds like me…. Son…"

Peter's lens widened but he shock it off as he removed a small device form his wrist gauntlets and hand it ot his dad, "hit the button it'll show you the may and were it is! Take my son Ben and Daughter Sunset they should have the brain power between them to help"

Spidermane then flipped back into the warzone within the building and as he double hoof foot kicked a green goblin in the face he said, "Too many goblins I don't know witch ones you are! But fuck it!"

Luna sighed as she fired off magic blast but quickly ducked to avoid sword strikes form Deadpool, " Ok why the hell are you here!?"

Wanda said, "Oh he brought back my daughters other mama ….. So as I am not one right in the coconut enough for raising a child to make sure my daughter has at least one sane mother I am kind of forced to work for evil spider bootleg sorry sister! Also why the hell does pinkie pie look like she could be my daughter?" She said as she went into slash at the princess.

Luna summoned a magic wall before her to shield her as she sighed, "Knew it was coming I know it form the moment she was born!"

elsewhere.

Marry jane was web swinging with May not to far behind her as she said, "hell here it is Ben's default fail safe, if he doesn't restart the clock on this machine once every forty eight hours it will release a mist giving everyone rotting alive problem!"

May landed at the panel and started typing, "…. I hate to tell you this mom but this thing is a dummy there is nothing in it if he does have that it is hitting somewhere else! Got it… shit the trigger isn't a clock the rule thing is in Side uncle Ben should his heart stop it'll release!"

She then hit the side of her mask and said, "May to dad May to dad, If uncle Ben dies poison gas will be released making everyone fall apart cell by cell not just the resurrect!"

In the war zone those words played and in a moment Kaine stopped his stinger and inch form Ben's throat as everyone froze looking at it as Kaine said, "….. thank you niece I almost fucked everything up!"

Ben then kicked him off as the war zone returned to a war zone.

Peter then hit the side of his mask to respond, "you have no idea how close he just came to dying!"

Back with May she then continued on the panel and said, " yes got it the gas can't be defused you would need to release a cure to stop it! there is no way out of this with out giving uncle Ben what he wants!"

Peter's voice then said, "Oh buck…. Well he is evil me!"

Elsewhere.

Richard parker was firing his gun hitting a machine in the head making it fall over as Sunset held her head struggling to use her magic to pull one half of a door open while Ben used his earth pony and spider strength to get the other side open as he said, "Could use a hand here grandpa you got the same earth pony super strength now!"

Richard then went to helping his grandson and in a moment smiled as they got it open and they came to the machine powered by the red reality gem.

Ben sighed as he shot a web line and zipped up to it and grabbed it while wall crawling on it, "that explains it Reality stone another magic tech machine!"

Sunset crossed her arms as she said, "that is disappointing." She then reached in to her dress side pocket and smiled as she talked into a thing, "Dad we got the thing it was powered by the reality stone… we have five of the gems in one place!"

Meanwhile

Peter was about to have his head crushed by Ock till he said, "Time stone!" time then froze as Peter got up and dusted himself off he took a moment to move the frozen villains into a line, removing weapons and tech and dying them up, " this won't work for all of them!" he said as he used his webbing.

he then quickly made a dash for the lab were he spotted his son Ben holding the reality stone with a smile.

Peter sighed as he looked at a board, " this is going to take awhile Ben…"

some time later Ben now looked fifteen and dressed in a copy of his father's suit negative zone suit adjust for his body including the slit that made his mane look like a mohawk and he removed it to smile as he said, "Finally finished."

Peter nodded as he said, " yes now when we restart time the gas will be released then twice as much cure! Time Stone!"

time then restarted as gas released as Peter said, "took me and my son five years but there is the cure you got what you wanted now noun of the villains you enslaved have to stand beside you brother!"

the Demogoblin summoned a flaming sword and looked to the Evil spiderman, "why yes sinners join me to slay the evil spider!"

In a moment the perfect clone of peter was running form the horde of everyone who manipulated to his side and brought back.

Deadpool waved to Luna, "No hard feelings Sorry this means you missed out on a few years of your son's life!"

Ava then looked to the teenage ben web swinging down as May came in holding the symbitoes Marry jane smiling, "Mom fainted after the slime left!"

Peter then touched his gauntlet, "Ok family regroup and get those stones we have five I don't like that!" he said as he went to grab the reality stone, only for a rubber stretched hand to quickly grab the time stone and reality stones

In a moment all turned to see the maker with the infinite gauntlet loading his stolen stone on to it the two gems on there with the final one as he said, "time stone!"

In a moment time froze and the maker just simple walked around grabbing the other three stones loading them on before smirking, " yes I have done it I have complete the gauntlet, I'll make sure you all know this those weak throw backs have outstated there welcome, by make up most of our planet and I will erase most of them 90 present of the planet shall die with my snap, other locations I choice shall come and replace them, all super humans will have there powers restorned, then the gauntlet and gems will vanish. Plus you shall all know"

he then snapped as most of humanity vanished the revived not being human were fine as time unfroze.

Ben the good one yelled as he pulled his mask up and charged at the maker with Kaine only for both parkers to hit eachother as the maker simple bend over backwards at the ankle avoiding them before rolling up in to a ball to avoid it as he said, "Please you think I wasn't ready for this! This avatar's time is done!" he said as hit a button and in a moment there was a blast.

Everyone was digging themselves out Celestia luna and Ava smiled happily when they found the parker daughters all accounted for everyone was the only thing gone was the maker and the building.

Peter growled as he web swung off as he said, "I know were my evil brother will be this is between me and him!"

before long he made it to the roof top where they first battled as he said, "Ok brother!" he said the last word with Venom!

Ben laughed before fangs appeared on his mask and he morphed into an anthro earth pony copy of superior venom with a roar, "Don't make us laugh brother!"

Spidermane vs Venom coming next chapter

to be continued.


	11. Chapter 11

A little while later Teresa parker was sitting in the parker manor watching her revived parents play with her nieces, Sighing sadly as Ava sat down next to her and asked, "What's up?"

Teresa looked to one of her sisters in law and said, "Let me see now I am the only human in my family, and I am the only one without powers, making me a double oddball!"

Ava rolled her cat like eyes, "Let me see now I am a tiger lady not an horse, making me the only cat, and I am the only one parker wife who isn't a birth mother to a parker baby!"

The Spider sister then looked at her and said, " yeah, Also I haven't found marry jane anywhere were is she?"

White tiger then rolled her eyes again and said, "She left a note saying I don't think I am redeemed enough to be back with peter I'll be back when I made much for my time as Venom and only then love you take care Tigers. Little odd she used that nick name for peter let along all of us I mean I am the only tiger."

The lost Parker sister got up and said, " yeah you know I am done feeling sorry for myself!" She said as she turned on her flight suit's wings, opened a window and flow out.

She flow over the city now pretty much a ghost down thanks to the maker's snap as she growled, "Stupid maker! The stones will return, and when they do we will save everyone!" She then flow and quickly stopped to draw her gun and fire when something buzzed by her!

She then turned to see what looked like an anthro Pegasus mime with a long face throwing bottles

She took higher as she said, "What is that!?" in a moment the bottle broke and smoke hit her and she screamed as she saw horrible things.

She saw a giant spider mocking her, "Parker? Your no spider, your no real super hero!... your just a bitch in a flight suit!" the spider then went to bite her head and she woke up screaming.

She panted as she got out and saw in a mirror she was now an anthro earth pony her mane and eye color the same her new tail sticking out of her suit and her wings shattered on the side and she blinked and said, "what the hell?"

sunset then yelled, "DAD AUNT TERESA SAD A BAD WORD!" And the aunt jumped falling out of the bed she was on at her niece panting.

sunset said, 'Oh your were passed out suffering some kind of nightmare potion so dad gave you some of his blood to knock it out of you before you had a heart attack"

the former human scratched her wrist and in a moment web came out and hit the wall she blinked then did a flip and she was standing on the roof. " YES I AM A SPIDER!"

Later on she was on hanging on side of a building in a red and white spider girl suit as she span a web as she said, "Come on were are you longface!" She then spotted the mime and landed a swinging double hooved kick to the head before landing on the ground away form the fallen mime.

The guy got up as she said, "bring it on long face!"

the mime blinked and asked, "How did you know my name?" he then throw more bottles and Teresa was web swinging around them as she said, "I have an air filter in this mask that won't work and …. Wait that's really your name….. that's worst then power man his a man and he has super powers I mean honestly how corny! Or iron fist, he fist are magicly charged not made of metal, he should be called magic punch! Or something!"

She then shot a web line while swinging and it got around long face's right side and she span around soon her was tied up.

She gave a v for victory, "and first super hero win!" That I when she notice in the ocean a city appearing in light. " ….. crap!"

Meanwhile near the coast Peter was In in the suit when he shot a web line on a passing plane to get close as he said, "Well here we go! Show me what you got Maker!"

he then let go dropping into the city to see a sigh reading, "maretropilis!" he then saw anthro ponies in black suits and demon mask and a group of heroes down as the anthro unicorn for of mr negative holding his sword about to slash one of the downed heroines.

In a moment he dropped down using a spider leg to hold back the negative lighting charged blade as he said, "So negative how did you get here? I guess that doesn't matter I am bring you in!"

Mr negative jumped back holding his face, "oh look spiderman or should I say spidermane! I was so over joyed to be sent here to a world were this power ponies didn't know how to handle true evil! But now that I have it's citizen as my inner demons army they can't fight back or will you!"

the inner demons charged.

Peter flipped avoiding swords and spears as he fired off web balls that exploded webbing them up In cocoons he then looked to the so called power ponies, "Restrain the brainwashed henchmen ladies! Or knock them out! it should be easy!"

the power pony Zapp held her necklace and sent off a bolt that hit an inner demon that knocked him out as she said, "… this super stallion is smart!"

Saddle rager standing 7 foot tall and having the muscles of the shehulk up to scale was simple giving small strikes ot the inner demon's heads making them drop and snore, "…. Yeah!"

Filli-second was running around using quick light strikes on the brain washed masses, "…. Do you think he is handsome under that mask?"

Marvelous was using her rope to tie up a group of them before being forced to leg her rope go and use a hooferang as a hand held weapon to hold back knife strikes, "Fili, even if he is he probably already has a herd!"

Masked matter horn was firing off Freeze rays feeezing the hooves of the inner demons still so they could move before blasting the weapons out of there hands as she said, "…. A little forst bite never hurt anypony!"

In a moment an inner demon managed to rip off peter's mask and his mane flipped as he did and Radiance made chains to lock up a lot of inner demons as she had hearts in her eyes, "…. I am sure his wives won't mind or at the very least he has a brother.

peter then called out, "I have two but one's a super villain and one's a jerk with a heart of cold type!"

In a moment Mr Negativs charged only for a punch to hit him in the back of the head making him fall and drop his sword to see Kaine in scarlet spider outfit cracking his knuckles as his tail wagged.

Negative fired off a horn beam making Kain jump as he said, "you looked like you need a hand there big brother!"

The power ponies looked confused as peter put his mask back on, "I am sixteen years older then him he is just freaky tall! But won't trade his cranky ass for the world!"

he then jumped in webbed up fist to punch aT negative while avoiding beams and punches as he asked, "So were have you been kaine!"

Kaine then said, "I had a date… Carol or Captain marvel ….. found out she was only using me for a fill in for you as she didn't want to share with Celestia luna or Ava and possible Mj!"

Peter fucked as negative grabbed and lighting charged a pipe but while fighting him the two spider's just kept talking. " touch brake!"

the scarlet spider then said, " yeah most of my dates are women who don't want to share so they chose to go knock off! It hurts man it hurts! Also we have a nephew! Witch is why I am here the kid is in trouble the decaying alive kind!"

Peter's eyes mimicked raised eye brows as the power ponies gasped, "SAY WHAT!" his spider legs then all four hit negetive's face.

Kaine then said, "short answer he inhered it form our super villain brother and the normal cure for it isn't working as he wasn't made in a tube or revived! The kid's eye fell out while I was talking to him Peter!"

Radiance gulped and turned green at the image. Peter then webbed up negative, "come on let's drop this guy off at the crazy been! After that you lead the way!" he then web swung off with him with the power ponies behind them.

to be continued


	12. Chapter 12

Hours later in a medical Lab Peter was running tests, "Well this explains it all Reily Tylne! My dear nephew isn't suffering form decaying alive his cells are just fine they just aren't able to repair themselves. His body's repair team is gone!"

He then turned to see Kaine growling as he said, "How about more figuring out how to save the little guy!"

Peter rolled his eyes, "Brother my brother we need to know the problem to know how to fix it! right now our best bet is something that grands a healing factor to stop the damage form getting worst and maybe reverse some of it! and he as MGH his spiderpowers are in and working he just didn't get a healing factor to help him…. Honestly this would be a reverse healing factor Look if your just going to yell and grump about it then how about heading out to give me some thinking space!"

Kaine pulled his masked up and web swung out the window.

Meanwhile in a hospital bed Sunset and her same age sisters were looking at the blind folded cousin sadly same thing with there grandparents.

Rainbow dash then sadly said, "It's ok cousin our dad can save you…. He's spidermane for crying out loud!"

that is when outside the window they spotted May ducking to avoid a hand ninja it's outfit ripped to show it was a robot and Ben came down and kicked it's head off making it fall over he then grabbed the Katana and used it to block another one.

Pinkie pie's mane was flat, "Robot ninjas can't even make this better!"

That is when Fluttershy shivered as she pointed at the door way and let out and epp they all then turned to see a ghost rider standing and in a moment Richard and Mary held Reily as they said, "YOUR NOT CLAIMING OUR GRANDSON REAPER!"

The ghost rider point at them, "I AM NOT THE GRIMM REAPER I AM THE GHOST RIDER JOHNNY BLAZE NEW RULER OF A LEVEL OF HELL!"

the parker sisters got behind there grand parents as Applejack said, "…. That is worst! So so much worst! We won't let you drag our cousin down to hell!" she said shaking and pale!

Johnny Blaze sighed and said, "MY JOB IS TO PUNISH EVIL! I SEE NO EVIL HERE! LOOK WHEN I WAS HUMAN I WAS PETER'S FRIEND CAN I JUST TALK TO HIM! I MEAN I NEED A HAND! MY WIFE IS ON THE LINE HERE!"

In a moment Kaine showed up and said, "I thought she was dead…. Oh wait hell right! Look I am his good bootleg I am the closet your getting right now"

Johnny blaze then held out his hand in the flames showed an image of the Black rose in a covered in holly light and crosses. " My former boss and ruler is out and about in Vegas using my wife as a hostage I could easily slaughter mephisto. But he has help. He has morphed into a human form to recredit the few remaining humans in to believing there fall and mutants and other freaks taking over is the works of demons. Through them he has my wife sealed in holly relics Relics I can't get close to let along save!"

Kaine then said something, "And what is in it for us!?" he was clearly the only parker not scared.

The ghost rider then held his hand down and summoned an image of a hellbrand, "this the hellbrand the blessing of hell granting healing factor control over lesser demons and hellfire! And last time I check the boy in the coma falling apart needs a healing factor! That's what it is get me my wife back and I save the boy!"

Kaine sighed as he said, "I'll go tell peter he'll probably till Celestia Luna and Ava to stay here with the rest of the Family and take the power ponies with him, While me and Teresa help May and Ben out with the hand's robot Ninjas who keep trying to get in here for the kids MGH!"

Johnny then sat down in a chair and pulled out a book" And I'll just wait here for my wife!"

Kaine then left leaving the stunned parkers alone with the ghost rider.

some how Fluttershy walked up to Johnny holding cards and said, "Go fish?"

Johnny shrugged, "why not got nothing else I can do in this crap!"

Twilight's raised and eye brow, "did Fluttershy just make friends with a monster?"

Rarity then fainted were she stood.

Later on

Peter was web swinging with the power ponies his for lack of a better term new six girl friends, "Luckily I can sense magic both neutral light and dark!"

Radiance who was on a copy of the surfers board she made out of energy then asked, "Wait light and neutral?" She asked stunned.

Peter kept leading as he said, "yes the magic you and masked matter horn use is neutral not light or dark! Light is stronger and is more of a light show not good as it can be used for evil. Dark use shadows for attacks but again it's not evil as we attack the bad guys all the time. So trust me Even though Johnny is dark magic filled there is nothing evil about him Trust me I know him! The only reason he is a demon is he traded his humanity to save his dad's life. His dad died of something else the next day making the deal pointless."

Masked matter horn was jumping from roof top to roof top as she said, "ouch!"

Zapp was in the air shivering, "well now that most be horrible!"

Saddle rager kept following in the air as she added, "And how is her wife a demon?"

Peter then said, "the former ruler of that level killed her and grabbed her soul turning her into a mindless demonic slave to make her kill johnny it wasn't till blackheart was dethroned that her mind was returned to her as no matter how evil mephisto is slavery is too evil for his tastes!"

Mare-velous was hopping behind masked matter horn, "Gee next you'll say this blackheart guy killed there kids!"

Peter then said," yes went to heaven but missing his parents the son did a crime to be kicked out and down to hell, and the daughter became a super raciest towards demons making her an evil angel who want to destroy hell and earth so no more demons leading to her wings being removed making her human again followed by a second death with sent her to hell for her time as an evil angel. She is currently grounded for the next six thousand six hundred, sixty six days"

Fili-second's jaw dropped. " your world is so confusing!"

Peter then followed up with, "Maybe for you guys your world worked on pure good pure evil pure black and white with clear lines. This world it's all shades of grey light shade for heroes dark shades for bad guys and the shade can change quickly in some case!" he said as he passed by a tv showing the anthro zebra storm and black panther in his anthro cat form kissing.

he rolled his eyes, "yay they made up again! I wonder what it was this time!"

He then landed down below at a warehouse and said, "Ok this should be it!" he was on the wall and looked in to see the Black rose in the cage with the human disguised mephisto speaking to his cult, "this is the place My stingers are anit- magic so the fastest way to do this would just be to sting him to reveal his nature as a demon Saddle rager Radiance with me! Mare-velous and fili-second your on the cult. Zap and masked matter horn open that cage!"

he said as he opened the window and swung in the power ponies following through by braking down the door.

to be continued.


	13. Chapter 13

In the cult gathering the power ponies were holding back the cultist.

Radiance was nervous making a wall between her and the cultist, "So …. This are civilians… yeah this world works on dark grey and light grey!" She said scared.

Masked matter horn was firing ice beams form her horns at there feet trapping them, "Little frost bite never killed anypony….. well I am gone native!"

Fili-second was running around them dying shoes together making them trip till one just held out a wooden board and she ran face first into it in her mad rush as she fell over saying, "Gee no one ever held something out and just wait for me to hit it again! Smarter they be!" she then passed out.

Making mare-velous use a rope to pull her closer to get her out of harms way, "Geee You think!"

Zap was making it rain inside as she watched them try to cover, "Gee scarlet spider want to hurry it up! "

Professor Saddle rager was holding back cultist literary, " yeah it's just a magic lock pick it!"

Kaine was grumbling at the cage as Black Rose crossed her arm and gave him a stink eye, "you realize this is got dam fucking ass stupid as shit!" In a moment the lock came out and in a moment thorn vines grabbed the cultist as she walked out with a heel to toe walk as she smiled, "Finally free!"

Kaine stepped back as the demon lady patted his head and gave him a "Thank you so much spiderclone no wonder you earned a soul of your own!"

Meanwhile Spidermane had managed to hit the leader with his stinger making mephisto reveal making the cultist scream as peter said, "Gee whizz guys you're a cult you going to face the devil sooner or later!"

the dethroned devil want to be held his cape, "you may have beat the deal you may have beat me this day but I will always hold a grip on you through Ben Reilly your clone's tainted soul! Witch is linked to your own as he has not earned his own soul!" he then vanished in smoke!

the parker's lens mimicked a raised eye brow, "My evil knock off his hooked to me spiritually well that's …. Something!"

Meanwhile back at the hospital.

Mary parker peter's Mother looked to her husband, "this is such a strange day strange then coming back as a bipedal pony!"

Richard was watching Johny playing go fish with Fluttershy and Fluttershy won as he said, " yeah our grand daughter just beat a devil at cards… at ten!"

In a moment Black Rose kicked the door down crossing her arms and Grabbing Johnny as she said, "Ok I am free now Give the parkers what they wanted as payment so we can go back down to hell I am freezing , pissed off and need a bath in lava to get this was in a cage stink off of me!"

the ghost rider nodded as he chained appeared and wrapped around Reilly Talon's head as he said, " right the deal is complete Reily Talon I grant you the hellbrand it's magic of hell is yours to control and repair your body!"

As the symbol appeared on his forehead appeared he held his head and screamed in pain as the chains vanished making his cousins and grandparents run to him as Luna Celestia and Ava noticed what was happening and moved Richards hand as Reily's horns grow two red devil horns.

The ghost rider pointed, "So long as your horns remain you are granted a healing factor as a devil it will not allow you to regenerate your eyes but it will cure your sickness and allow you to heal like a normal person there is no way around that!" he and Black rose then vanished in smoke.

Not much later the boy now having pale ghostly skin red hair bandages over his empty eye sockets his horns out in a red dare devil shirt and blue jeans was running around on the roof playing with his age cousins.

Ben was holding his chin as he watched Reily jump over Rainbow dash and land safely, "… he has no eyes his spidersense most be working like Daredevil's radar sense!" in a moment the kid tripped as he made what was suppose to be a web line but the line was made of fire and pulled him back up.

May looked to her brother watching it and said, "yeah he isn't a spider he's an eyeless devil that means he needs to be with another eyeless devil to care for him teach him how to be a hero!"

Ben smiled as he pulled out a phone, "I'll call matt! He'll be thrilled!"

it was a few days later Reily was dressed in his new dark devil costume as he hugging his family goodbye.

Peter petted his head as he saw Daredevil show up, "Now be good for daredevil kid and grow up to be a great hero."

Kaine gave the boy a pat on the shoulder, "yeah, And I'll hurt down your old man for letting your eyes fall out!" he said web swinging off!

Richard and Mary parker yelled out," AS THE GRANDPARENTS WE'LL JOIN YOU ON YOUR HUNT!" Richard having a knife and Mary holding and loading a hang gun as she said, "I put on of peter's hair in every pullet so his spidersense won't trigger!"

the young parker sisters were all hugging him saying goodbye.

Sunset held Talon's hand and said, "you come back a super hero now so we can all be a team when we are older!"

Twilight smiled as she said, "yeah we'll be the next avengers I tell you!"

Rarity smiled and hugged her cousin, "I like the outfit's colors but if devil is the call do add something to make your horns look bigger now."

Fluttershy's butterfly wings fluttered as she hugged him and said, "bye bye cousin!"

Rainbow dash saluted as she said, "So long Darkdevil!"

Pinkie pie smiled and yelled out, "We'll see you in a few months for your birthday cousin! Can't wait for that party! We'll need fireworks! It'll be a hell of a good time!" Teresa then put a bar of soap in pinkie's mouth for saying a bad word.

Something Luna thumbed ups her sister in law for!

Applejack hugged him and said, "Now you be an honest anti-hero and don't gos burning no buddy with h….darkfire that don't deserves it y'all hear!"

Celestia Luna, Ava and the power ponies hugged him goodbye as Teresa petted the kids head, 'yeah goodbye"

he then smiled and went off with Daredevil!

May smiled and said, "Darkdevil and spider girl would have made a great team up!"

Later on once back to the Mexican city.

the power ponies were dragging Peter to Maretropilis as Celestia said, "Well they are new they deserve a date night even if it's helping there city come back!"

Luna smiled, "yes now come on Ava set up the ring on the beach who ever is left standing in the circle last is number one wife! No magic or flight just combat and super strength sister dear!"

Ava was in a black Bikini as she said, "yes so horrible and get changed for this!"

Celestia smiled as she said, "Last time I won so if you want a rematch fine! Bring it on bitches!"

Ben stuck his tongue out at the mental image as he said, "eeee! My moms catfighting on the beach! Gross!"

May then landed and said, "My mom Mania was spotted take our little sisters and try to find her?"

Ben shock his sisters hand, "Deal! Oh maker what other weirdness do you have in store for us!"

to be continued.


	14. Chapter 14

In Maretropilis with was now officially a USA territory spidermane was webswinging tying up some anthro henchmen as he land on the side of a building. He heard cheers and was confused by fan girls. "…. That is not something I am use too!"

Masked matter horn who was freezing some of the henchmen then said, "wait what?" she asked confused.

Peter flipped down and as he used a web line ot pull the lead henchmen to him he said, "super villains out number super heroes here so the natural response to seeing someone with super powers is run they are probably the villain, so super power phobia became common! Also doesn't help that the heaviest hitters are bad guys and we need team work to match them!"

The lead henchmen then said, "the pharaoh guy paid us!" he said as he said, "Just keep the hot super stallion away!" his eyes then widened.

the parker held up two fingers, "relax I am American we don't judge by who you love and let any two people marry. I am in the wrong for having more then one wife!" he then petted the guys head as he added, "But I am judging you for being a henchmen!"

Later on Radiance was flying in a miniplane construct by spiderman's web spinning, "I was a simple robbery why are you worried?"

Peter looked at her and said, "they got a gem Gems have power Radiance case in point your bracelets letting you do what you are doing! Plus they were not dressed as mummies so things aren't matching up!"

They then noticed something it looked like Radiance down below using a construct to rob a bank!

The real one flow down quickly turned her plane into a beam, "HOW DARE YOU FAKING! HOW EVEN!"

The fake was knocked out turning into a skrull and dropping a gem! "it's the power prism a super villain named doctor spectrum used it to gain powers like you! Skrulls are shape shifters that can copy memories and natural powers clearly we have an upstart wanting to impersonate you I bet she even pretend to be Phetlock!"

The skrull got up and held her head, "Why does the spider get it!" Radiance then made a large hammer knock her out again as the real one said, "FAKER!"

Later on at the power pony tower Fili-second was holding the prism using it to pack boxes, "So cool I am radiance are Fili-second!" She said happily before Spidermane webbed away the thing.

the spider then said, "this is not a toy! We need to get rid of it!"

Mare-velous then walked in grabbed peter and pulled him, "ok you two finished packing it's my turn with our shared husband now!"

Later on Peter was flipping when he pulled the prism and made a large spider to pin down what looked like a skrull greyhulk, "how many skrulls are in here! And this guys want this!" he then noticed a toy rocket store as he said, "….. that will do! A quick stop by the bank and I'll be back!" he then through it to mare-velous who looked confused.

She held it to keep the hulk knock off pinned!

Later on

Zap was in the air was peter was taking readings as he said, " yes yes this is perfect!" he said loading the prism in to a rocket, " Ok we are set of launch!

he then land on a roof top and in a moment Zap called down lighting striking it making it fly up and a group of winged skrulls followed it.

Later on while loading boxes in to a truck with saddle rager Peter through and grabbed the real power prism , "We have about five hours till they catch up with it and find out I tricked them so let's load up and get this thing through into the negative zone!"

Fili-second smiled as she grabbed it and ran off, "ON IT!"

she then made it to the Baxter building and appeared before the thing and held it out, "We need this magic gem through into the negative zone thingy!"

Ben then yelled out, "YOY RED WE NEED YOUR PORTAL THING!"

not much later the power ponies were now officially moving into the parker manor!

Masked matter horn smiled as she said, "And with a toy rocket tuned up he stopped an alien invasion smart stallion!"

mare-velous then added, " yeah and a good fighter too!" she added blushing.

Fili-second then smiled, "And he puts masked matter horn to shame in leader ship skills!"

Radiance adjusted her hair, "Plus those good looks and charms add to it!"

Zap then said, "Webbing! Don't judge me!" she said red as could be!

Saddle rager gasped and said, "Oh zap!"

At that moment in time they spotted a an energy dome appearing over Maretropilis as peter's gauntlet turned on and his son Ben's voice came on, "Dad we got a problem!"

In the city Ben was web swinging form a horde of anthro ponies who had multiple eyes bone like clawed hands and spider legs, "it's the spider island virus that means spider Queen!"

In a moment he came to the lady on a roof top as the horde stopped and he cut her off, "Sorry but like my dad you just don't rock my world!" he then punched the roof making a hole to jump down.

and he came to the ground floor to a sewer mane and he jumped down it throwing a web grenade to block it off.

In a moment he jumped to avoid the still normal anthro version of longface gas, the anthro shadowmane's sword strikes, and high heels kicks.

he then landed on a fall and drpped to avoid mane-iac's hair strikes before he fired a web line to remove phetlock's staff form his hands. Smudge's slime almost and him but he cartwheeled out of the way.

Ben then kept avoiding there strikes as he said, "Look let's be reasonable here! The city belongs to spiderqueen it's run by mutated spiders! You can't steal anything you can't be the top bad guy because she already got everything even keeping the power ponies out!" he said trying to hit them!

They growled phetlock held his chin, "The colt is right! I say a truce to dethrone this queen and restore our city to itself!"

Mare-iac's eye twitched, "Working with a good guy this is worst then a bad mane day! Ok I am in!"

longface gave a thumbs up as did smudge, Shadowmane bowed and said, 'I am in!"

highheel was cleaning her bladed heels and said, "Well he's cute so I am in!"

Ben sighed and said, 'Spiderman junior leader of the thunderbolts! I can't believe it!... it's the name for the prison work release program for super villains now come on I think we all know were the queen will be the power ponies old tower as her castle!"

Smudge then lead the way as ben said, "Queen can control spiders or spider like creatures that aren't naturally that way it's why I can resist control but she has to be awake. We knock her out the mass get there minds back we have them tell us were the thing making the dome is we smash that we're good but we need to fight the gaurds.

he then point to his gauntlet to show a formula to longface, "this is gene cleanser it undoes mutations that aren't natural. That means I was born this way I won't lose power but the masses and the rest of you who were altered will so we need gas mask to stop smudge and mane-aic form breathing it!."

Phetlock then held his chin, "I have some of this mask I though they were a new invention to help us make use of long face depression gas but let's get to my lair and collect them so long face can make some of this so lower her force while we face her… also any chance of it depowering her?"

Ben shrugged, "that's the thing about queen all we know is she stalks parker males with spider powers. Who she wants to turn into giant spiders then marry!"

high heel raised and eye brow and said, "What the freak!?"

to be continued.


	15. Chapter 15

In the city the Good Ben parker was web swinging he had a gas mask on like the league of Villainy throwing long Face gas bombs midair the infected masses were returned to normal but soon fell into depression.

he sighed he saw mixing the cure with the depression gas coming it was why he was wearing one.

Phetlock used his staff to knock aside a spider leg that almost hit him as he said, "Well now here we are the power ponies old tower!" and there waiting was spider queen before long she turned into her giant spider form and roared.

high-heel jumped up her shoots firing off spikes as she kicked air as she said, "OK YOU DIDN'T TELL US IT WAS THAT BIG!"

the Queen tried to step on them only for Ben to flip to avoid as he used a web line to pull Long face out of the way as he added, "I didn't know it was that big of a monster form I though it was like my uncle Kaine's exoskeleton! Just a little taller and a lot scarier!"

Mane-iac was moving around out of the way with her hair as she said, "It makes no difference this is our city to mess with not hers!" She said throwing a car at the giant only for her to not notice.

the large spider opened her mouth and Ben's spider-sense triggered as he yelled, "HIT THE DECK AND RUN!" he said web swinging away grabbing Shadowmane as the Queen let out her sonic roar knocking down buildings but thanks to Ben everyone made it out of the way in time.

Shadow mane was shocked her mask fell over to reveal her face an earth pony mare with white fur bright blue eyes purple mane and a scar over her left eye.

She looked red as Ben set her down she said," you saved me no on has ever…" before she could say anything Ben web swung back into Action as he yelled out , "Smudge With me! I have a plan!" he said as the slime ball wrapped around him as he web swung to avoid sonic blasts.

smudge then asked, "So what's the plan teen hero colt?" he said mockingly! Ben giggled as he avoid, "simple you are shape shifting slime! And spiders don't breath form there mouths!" he said now being her, "you see the abdomen? The house the back of the body! That's were she breaths form the underside!"

the slime morphed his head into a question mark, "did you just say she breaths out of her flank…." Before he could Finish Ben said, "yes yes she does you don't have to really do it just act like you will! She's too big to hear us so no worries she won't not the plan!"

In a moment smudge came off and in a moment he tried to cover the abdomen making her drop her exoskeleton making it fall apart as the Queen ran out and opened her mouth only for Mane-iac's mane tendrils to hold her mouth closed as she screamed so the sonic blast was trapped in her head.

moments later the Queen's head explode as Ben landed as he said, "gross! Did not plan on that but good work."

before long camera flashes were going off as they all removed there gas masks and Ben removed his mask as he shot a web line and said, "Well league of villainy enjoy this for this day you are heroes give through to changing form how it makes you feel!" he then swung off as the dome dropped.

Manie-iac growled as she made a fist, "That dirty bug! He made us the heroes!"

Phetlock smiled at the attention, "yes… "

Shadowmane pulled her normal mask back on and left into shadows as she said, "Ben parker Spiderman jr. …. Shadowmane parker!"

highheel growled as she said, "HAY WHO SAID YOU ARE GOING TO BE THE ONE TO TRY AND GET THE CUTIE ON THE BAD SIDE!"

Long face flow off crying as he covered his face.

smudge just slimed his way into a street drain to vanish.

the next thay the news was buzzing about how the littlest spiderman had lead the new thunderbolts to victory.

Meanwhile.

May was growling in the streets of her home town as she screamed, "I KNOW YOU WHERE HERE MOM!" he said pointing at black symbiote webbed up thugs as she saw in the shop window the report on her brother.

She sighed as she said, "….. everyone is having a great time other then me!" she then web swung away.

As soon as she was gone Mania came out her costume turning into a black dress black stockings black shoes and black sleeve like gloves as she sighed, "…. May my baby…. Mommy just isn't good enough for you or your papa again yet but some day!" she said adding a black sun hat and glasses to her outfit and walking off into the almost empty streets.

Miles away in the parker hideout.

the other seven parker daughters were watching the news in the living room talking.

Twilight ,sunset, Rarity and Fluttershy on the couch there other sisters on the floor.

Pinkie pie blinked," Ok big brother is having so much fun as a super hero I can't wait till we are old enough to do it too!" she said happily pulling pop corn out form her mane.

Applejack adjusted her hat as she said, "is ah the only one noticing he is hanging out withs the wrong crowd?" She sounded worried.

Rainbow dash rolled her eyes, "yeah he lead the thunderbolts some one alert power man he's job got stolen."

Fluttershy was sitting down her butterfly wings twitching, "…. I am a little worried about how that high heel and Shadowmane ladies looked at our brother."

Sunset said "yeah big brother has two black cats now… that good…. Wait aren't they over twice his age eeeee that's nasty!" she said shivering.

Rarity looked sickened, "those old ladies need to stay away form our big brother!"

Twilight used magic to change the channel and said, "…. Yeah now were are the cartoons!" after all they were just ten.

time would past and by time the seven sister's birthday had come and past another island appeared off the ocean a little way form maretropilis.

on Quin jet towards it was Peter as spidermane, Black panther, the now anthro zebra storm adjusting her snow white mohawk, jane frost the Valkyrie

Aron in his exoskeleton was standing as he walked to his down hulk buster sized armor, "Ok So nice of you to all join me team. As you know this island is form another world and we don't know what it holds or were it came from so unlike what happened before we are being sent in by the united nations to address the problem.

Peter was on the side of the wall and under his mask muttered, "And because of that I am missing one of my daughter's dance recital because out of the blue the world loves me now that I am spidermane but hated spiderman!"

down below.

the anthro version of Daring do dressed in tan tank top tan vest jacket elbow pads bandage gloves with fingerless black gloves under them, brown short shorts, tan stockings and brown heel boots was running her left wing broken.

she was avoiding ruins as what looked like anthro earth ponies in lion cloths war paint feather head dresses and tribal arm and legs pants that looked Aztec in origin was chancing her.

to be continued.


	16. Chapter 16

As soon of the jet landed the Avengers were out Peter was swinging around it as he said, "I am picking something up!" he then spotted scarlet spider holding Daring do as he web swung and land at them.

Storm rolled her eyes while hovering, "and what are the chances a spider brother reunion!"

Black panther modded as Jane just made her wings and flow and a mace to point with, "Hate to brake it to you but we got hostile locals!"

Arno banged his suit's gloves together, "Avangers as assemble! "

While Kaine sat daring do down and fired off web lines tripping the locals, and peter fired off impact webbing blasts both parkers said, "YOY JANE MIND USING THE ALL SPEAK?"

Jane's all weapon became a net she used to capture them while they are chanting and she translated "kill them kill them all in the names of the spider wasp!"

Black panther was slashing apart there weapons as he scoffed, "and we have two spiders for it to lay it's parasitic larva inside of!" He said looking to the two spiders who looked like they were about to make a cat skin rug out of the king of Wakanda.

Arno fired off a metal mess netting and storm fired lighting the metal mess arced it zapping all of the locals knocking them out.

At with point Peter held his head and said, "Spider sense is off the charts!" At with point Shathra arrived hissing as he looked to the parkers, "Both of the spiders in new forms how fitting I shall feast upon your souls! And lay my eggs within your corpses!"

Daring do then fainted at the comment as she said, "evil!"

Kaine then pet the explore under a tree and said, "stay here!" Peter then span a web line and swung off yelling, "Avangers assemble!" he point his held out his wrist and fired off one of his wrist flame throwers at the wasp making her hiss as she flow back.

Were Storm moved her hand summoning a rain storm in a moment while the flames were put out the bug lady was forced to land her wing to wet to fly!

Arno then came in with a punch his large metal fist sparking with lighting boost by the water as he hit her teasering the bug lady with the fist to the head.

She fell back only for Black Panther to charge past her and slash her making her bleed only for her body to heal form the slash and burns!

Jane sighed as she summoned a sword and managed to slash her arm off only for it to start regrowing, "How do you beat something that heals this fast?"

Kaine then popped his stingers and slashed her making Shathra scream in pain as he said, "Me and peter gave in to our spider side."

Peter's spider leg's slashed her back making her bleed the wound was healing slower.

Storm then summoned down a lighting bolt to strike the spider wasp knocking her down.

In a moment swarm of spiders came to the downed wasp monster and start sinking there teeth in as Peter said, "Just like when I beat her she'll be back!"

the clone then picked up daring do as he said, "Can we get the jet out of here? I mean I just fell here when my web line broke I still have my super villain brother to hunt down!"

the explore woke up just in time to hear that, "….Say what?" the scarlet spider said, "rolling my eyes under my mask!"

Iron man opened his helmet to speak, "Do you think the locals worshiped her like a goddess because of her powers not that there is anything special about her?"

Black panther sighed as he said, "Way to point out the clear nut answer but we need to worry about the damage done or how they will view this moment as I am sure some had to witness it!"

unknown to them in the locals village they were throwing away and knocking over everything related to the spider wasp and started to paint and sculped things based on the avengers that came.

As the jet flow off one drew it in the ground with a stick as they start some kind of ritual dance.

Months later it.

Daring do was sitting on an edge watching Kaine battle criminals while writing about it with blush, "And as I am guide in this strange new world My new colt friend Kaine the scarlet spider still protects me in this large cities!"

She said happily writing in, "I love him so much even if he is taller then his older brother!" She sounded so happy, "I hope to end up Daring do parker!"

Kaine had finished webbing the last of them down as he said, "That will do!"

Unknown to them in the city a teenage transplant form maretropilis was in her room with had posters of the green goblin and other super villains.

she looked like a normal earth pony mare who was white furred with blonde tail and mane with blue eyes.

she was dressed in purple lace up heel boots dark grey stockings purple sideless knee length skirt purple sleeve like gloves, a purple around the neck tank top with a diamond cut out in the middle.

She was holding a potion as she smiled, "Finally I will be someone!" she then drank it and laughed as form her back four bat wings came out and her fur turned green. Her eyes became solid glowing Golden, And form her fore head two spiraling horns appeared. Her mane and tail became purple as she laughed and flow out her window holding a fireball and throwing it into the city, "Greetings Hudson Texas the new Green goblin is here!" she laughed insanely showing her mouth filled with fangs.

She laughed happily throwing fire balls down below while laughing as Kaine web swung to the area his lens mimicking raised eye brows.

the Green goblin was in the air as she said, "Greets spider fake I am the new Green goblin so nice to kill you!" she said throwing more fireballs.

Kaine sighed as he quickly avoid and web swung around and through them, "this would be so much easier with spider sense!" he complained before he he did a flip and fired off a webline and pulled the line making him zip over her head.

he then turned and fired off another web shot at her wings and he smiled under his mask as he land on the side of a building.

the goblin lady screamed as her wings were webbed up she couldn't flap so she was falling down below as she yelled out, "AAAAAAAAAAAAAAAAAAAA"

Kaine wall crawled down to go to the ground to check out the newly formed impact creator, "And that's what happens when rookies shouldn't fight pros!" he then landed to see the new goblin had returned to her normal self.

She got up holding her head with had stars spinning around it, "…. But I was the green goblin?"

Kaine was webbing her up as he said, "And when as the Green goblin ever beaten a spider?" he then through the girl over his shoulder and swung off to the police station.

All the while the mare said, "….. oh right I was doomed because I was the green goblin."

to be continued.


	17. Chapter 17

Rainbow dash was yawning in the middle of the night in blue pajamas she like the rest of her sisters was now twelve as it had been a few months and while going to get a drink of water she saw her mothers and her dad hugging Marry jane and yawned as she said, "yaya another mommy!" she then drank her water and head back off to bed.

The next day Pinkie pie turned on her phone to see, "oh look Wanda Wilson is doing another pod cast." She hit play.

In it Deadpool popped up and said, "hello it's Deadpool! Still single as my baby's mama doesn't go that way oh well don't mind the gender change just wish it didn't make getting a date so hard! Finally pretty and I can't get no kisses! It's like going to a Mexican place with no chimichangas!"

She then point to a picture that was edited of her and pinkie pie together as she said, "first up while I have screen time this chapter I am not pinkie pie parkers mommy! So stop saying that! Now that that brick joke is out of the way!"

In a moment a chart appeared with hidden boxes marked one to ten as she said, "Time for something fun here are my ranks of the top heroes and I'll explain the reasons why!"

she then removed a picture to reveal Arno stark, "first up Ironman! I am not listing his brother iornstallion because arno not only doesn't have powers he needs tech to even survive let along move, he is an inspiration but he still is the current weakest avenger so that's why he is so low on this list.

she then revealed number nine to say, "And Kaine parker the scarlet spider if he was still single he would be higher but he's new girlfriend daring do brings him down a bit, He is a copy of spidey that along makes sure he will always be on this list! But he is a copy with slightly different powers he is missing his danger sense and he isn't the nicest guy to be around so nine is the best I can give his, if he was single he would be eight!"

she revealed Vision and said, "and the robot! He is ranked so low because he is a machine and can be rebuilt no matter what! I mean he has been blown to bits what ten times? he is in no lasting danger so despite he's cool powers he is low on the list!"

Pinkie pie nodded and said, " yeah I can see that!"

Number seven was then revealed as Captain America, "the first avenger but first doesn't mean best, now a reminder the stuff with hydra was a clone not him don't blame him or complain about him being on the list at all! His powers are generic and what not so he stays low!"

Six was hulk as she said, "and the hulk he has smashed through almost anything we respect his strength but with his multiple personalities stopping him form going full force or limiting him to different triggers he is held back, if he had all his forms strengths but no weakness form being mentally stable he would be number one!"

Deadpool smiled as she held out five and it was spidermane, "and spidermane the hunk of a daddy hero and default leader of the avengers this strange days. He would be higher but I am holding a grudge about not being allowed to be one of his wives so he'll be put higher if I ever became Wanda parker!"

Four was revealed as thor as she said, "thor the god of thunder I would put you higher mane but how many times as someone else worthy taken your hammer and used it to beat you? A few times having what gives you most of your powers taken and used against you is just to much to over look!"

Wanda smiled as she revealed number three "Hercules he is on here as with out the hammer him and thor are even but Hercules beat up the Thor clone in civil war so out of respect he gets three."

She smiled as she revealed Two, "wolverine the current leader of the X-men he is my best friend So I can't give him one with out it being unfair sorry wolvie buddy!"

Deadpool then revealed number one, "and finally number one is Captain marvel the girl not the kree! She is the strongest female hero has lead the avengers and proved time and time again she is worthy of the name Captain Marvel and she showed her sexiest daddy girls can be tough by now out ranking him officially in the military and being able to throw him into the sun if she wants."

Pinkie turned it off and angrily said, "YOU KNOW MY DAD SHOULD HAVE BEEN NUMBER ONE!"

Elsewhere in the air Fluttershy was in the air arguing with Twilgiht.

Fluttershy said, "I am telling you I got here first!"

Twilight point to her horn, "this crossed the finish line first I win by a horn!"

Fluttershy yelled," THAT'S NOT FIAR!" at with point they both jumped to see an annoyed Luna who said, "let me settle this by a horn is unfair and doesn't count but Fluttershy is also unfair as she flies differently form you Twilight her wings are different so this was unfair on both ends!"

both girls looked embarrassed.

Down below looking up Applejack sighed a she was filing her hooves to get them smooth and shiny with Rarity.

the country girl smiled, "ah can sees my face in my hooves that's real pretty sis!"

Rarity nodded as she said, "I know and no more ripping up the inside of our boots with rough edges!"

Sunset walked by now wearing a black jacket over her white sundress as she said, "girls they reopened the playground!" She said happily walking off with pinkie not far behind!

Elsewhere May was web swing as Spidermare as she said, "My mom is finally with my dad!" She land on the side of a window and looked at her reflection in her suit, "so why am I not happy! I wished for It every birthday.. maybe wanting is just better then having some times!" She said before web swinging off.

She then spotted someone falling off a building grabbed him and quickly set him down on a roof, "there all safe!"

She then jumped off and web swung as she said, "I guess that's all there is to it! Oh well May you're a parker lady! Your uncle Ben is in jail where he belongs your aunt grandma and grandpa are moving back soon it'll be a great day soon and wait what?"

she spotted another flash off the other island and she said, "Ok I have to check this out!"

She then shot a web line on a robotic drone plane to hitch a ride jumping off to land on the new island.

It looked like a copy of snowy mountain rage out of the ice age giant sloths bears and Mammoths and all.

she swung through it getting a chill as she said, "How is this place still could we are in the middle of summer in Mexico right magic!" She then noticed a fire and removed her mask to see a group of Anthro Zebra in heavy animal skin winter coats and pants with spears.

the spidermare then hit something on her web shooter making her outfit change the red became white the blue grey the lens blue around her neck line , around the rims of her gloves and boots was white fluff she also had white fluff around her belt and she sighed in warmth, 'Thank you mama celestia for self warming winter suit mode!"

The Zebra anthros the notice her and called out " hay you up there!"

May then came down removing her mask making a few of the males gasp in shock as the females looked jealous she noticed all the zebra had mohawks as she said, "Always though that was storms choice?"

to be continued.


	18. Chapter 18

Spidermare was spinning through the snowy mountains of the new island as she came to a fire on top of it and noticed one of the ice age zebras with a hood as she came down and said, "so you're the one they compared me too!" She removed her mask.

Making the Zebra male remove his hood to show he had white fur and bright red strips as he asked, "were you also altered by poison joke and the cure did not work?"

May sat down and said, "No I inherited my powers for my father I am a spider totem like him! My name is may Day parker you?"

the male Zebra rolled his eyes showing they were green as he said, "Strange name for a strange mare. I am Zeta Zorn!" he then saw his fire go out and he spat making fire come out and it relit.

May blinked as she said, "you know with great power comes great responsibility." He looked at her and she continued, "My great uncles dying words My dad use to few his powers as a curse but he realized thanks to them he could save others people could die less and be safer so he did. Because of that he gained friends in those like him and love in herd!"

Zeta was about to ask something but he heard a scream he saw a group of zebra running form a giant human made of ice as May yelled out, "A forest giant!"

Zeta was up now crying, "My sister the only zebra who didn't want to disown me is down there!" May then web swung down to grab the young zebra who tripped out of the way as she moved avoiding the new axe the giant made out of ice.

In a moment the male Zebra slide down the mountain and breath fire on the axe heat melting it as he jumped on to his shoulder.

May set down the mare next to the other Zebras and she pulled up her mask, "and there it is! The birth of a hero!" she shot a web line to join as the giant laughed, "You! Why protect those who reject you!"

Zeta jumped as the giant went to hit his own shoulder to try and crush him as he said, "My sister did not want to reject me So I will protect her and does she cares for!" he then breath fire again on the neck making the giant scream and fall to his right on to ha mountain to brace himself.

As he fell May said, "JOHNY HAS THE SAME POWERS FOCUS THE FLAMES AROUND YOU AND BELOW!"

In a moment the Zebra found himself covered in flames and hovering in the air he looked at himself he was an equine troch a he looked to May but his focus was turned back to the giant who grabbed him only to scream when his hand melted.

the Zebra stallion just looked at himself his cloths were not burning thanks to the mystical nature of his flames he was stunned looking at himself as he said, " …. I can fly … I can …. Fly …. I CAN FLY!" he yelled excited about it.

the zebra below were stunned, "…. He can fly!"

May happily span around spinning webs around the giant's legs so when he moved, he tripped forward landing face first on the mountain to the left.

Zeta then flow to the head and used his flames to drill through the head to the other side before flying out as he said, "you turned our jungle into a frozen waste land well no more!"

he heard cheers form the Zebra below and he looked at them and he said, "No! you reject me but May she show me the light this isn't a curse it's a gift! A gift you all don't need now that the ice monster is gone!" he said as the snow stopped.

he then landed on a ledge his flames dying down as May land beside him.

he grabbed her hands and said, "it was an honor to meet you may I please come with you! I am sure there is more of a need and a chance to learn about my powers there!" he looked red.

May happily said, "sure I know of a school that teaches those like us I'll help you fit in in my land" she was blushing under her mask.

Weeks later at avengers Academy Zeta who now had a red mohawk, was walking around in a black shirt with the avenger logo in red jeans and black boats holding hands with May who was in a white sundress and sandals happily.

a new couple was born, and they walked hand in hand to avengers academy in new York.

But a country away on the island now a tropical jungle the zebra having changed to animal skin bikinis for the mares and lion cloths for the males were burning a statue of a flaming zebra stallion.

they were talking about the zebra torch who reject by his curse showed them how wrong they were when he used it to save three land and them by slaying the ice giant.

it was a ritual to remind them and not reject anymore who were different.

A little eight year old zebra in a brown one piece dress looked at it and sighed sadly, "It doesn't do you justice big brother… I hope were ever the spider mare took you, you are happy in the great beyond our island!" she said like it was so far away place out of her reach she sighed before she said, "I hope to see you again some day if My name is not Zecora!"

the head priestess continued the story of the "Stallion on fire!"

Zecora just watched above eyes fixed on it, as she looked above seeing a plane, "and those metal birds they ride what are they?"

she sound so curious so when night fell she got on a raft and paddled it she was heading to the nearest land in hopes of meeting her brother or someone else or seeing some of there wonders.

but unknown to all of them millions of miles away.

On a ship the high evolutionary was coming he stated " Soon! Soon!" he looked a Terrigen mist as he stated, "Thank you maker for this the alterations I made shall make this the end of humanity!" he said as his beast men bowed as he walked to his thorn, "it shall be a week till we arrive at earth a week till humanity is over!" he said happily at the thought.

Meanwhile on earth everyone with a spider-sense or some form of danger sense felt it go off high as hell at the same time.

to be continued


	19. Chapter 19

While walking around Down Twilight adjusted her glasses when she noticed a boy looking lost. He was human looking with black hair blue eyes. In black pants black shoes white shirt and a short sleeve jacket with black bolts lines on it and black fingerless gloves.

She looked at him and while normal people weren't always the nicest to her she asked, "Are you ok? My name is Twilight sparkle Parker what's your name?"

the boy held out his id that read, "Ahura boltagon inhuman!"

the purple anthro adjusted her glasses as she kindly said, "Geee What's it's like being an inhuman or you can't talk?" he shock his head yes at the conversation!

the mare grabbed his hand making him turn red as she said, "Well that's just a pen and paper away!" she soon lead him around the two acting like kids having a fun time together while minus some dirty looks shot at her and him for being with her

She smiled as the sun was setting, making her say, "I had a wonderful time!" that is when beast men came out one human screaming, "LOOK FAMILY OF THE FREAK!" as they were attacked.

the parker fired off a beam knocking away the beast man saving the human!

the high evolutionary's minions then went to attack as he appeared on the news high jacketing every tv talking about releasing the terrigen mists.

The high evolutionary spoke," with this gas humanity shall be evolved! At long last now more low grade humans!" he said as he hit a button making it explode as the cloud was released down on the Americas " it shall move and evolve you all! Unless you choice to die instead of evolve your choice honestly!" he said flatly before vanishing!

Twilight gulped as she went into the air and fired off beams around the attacking people as she said, "Well this is bad thank you spidersense."

Ahura was moving around firing off optic blasts knocking them away only for a dog man to take aim and almost hit Twilgiht and he jumped at the beast man knocking him in the face and knocking him out before he was grabbed.

the inhuman made a fist making four copies of himself appear attack the one that grabbed him setting the real one free as he smirked at it as Twilgiht watched, "… interesting power set!" An explosion then knocked her out of the air making her fall in to his arms making her turn red.

the man then set her down and put her behind him as he opened his mouth and in that moment Twilight gasped as she knew just who he was form the sonic scream that came out blowing away the invading army, ….and some buildings…. and …..the clouds, … and the douche bag who lives on third street.

The alicorn anthro gasped as she turned red and said, "your Black bolts son…. You're a prince!" she gasped looking red as he turned and kissed her hand.

Twilgiht was red they had battled together and said, "I just went on a date with a prince!" he smiled and hand her a card and some how made a rose appear as he put it in her mane leaving her looking more red then purple as the inhuman city came clearly to pick up there prince.

when she returned home she walked in and she saw her family the news was playing images of her date with Ahura.

Ava spoke up as she looked at her, "while we were off being avengers you were dating a prince!"

Marry jane then asked, "How long has this been going on?"

Twilgiht jumped, "IT WAS OUR FIRST DATE I SWEAR!"

Luna sat down as she rolled her eyes, "I think it's cute it's like a fairy tale!"

Celestia giggled and said, " I don't think people will remember how he almost scared the stripes off May's boyfriend? He can't do that to a prince it'll be asking for war! Then fast forward he and Twilight are forced to marry for peace!"

the purple parker jumped at the comment with am eep.

Rarity was putting her hand on her forehead as she said, "OH why couldn't I have been swept off my feet by a handsome warrior prince!"

sunset was dancing around singing a son about Twilight and Ahura sitting in a tree and kissing.

Pinkie pie was dancing around going, "already planning the royal wedding!" she said happily.

Applejack rolled her eyes, "We are just fourteen going on fifteen in a week not time for that pinkie!" she said flatly.

rainbow dash held her chin, "Going to be super hard to find a more awesome boyfriend the my sisters now!"

Fluttershy then said, "…. He can make clones!" that fact that was what she was focusing on made every mare jump in shock and turn red as Fluttershy let out a nervous chuckle.

Luna looked at her and said, "…. I gave birth to her I'll give Fluttershy a talk! " she then lead the yellow one out of the room.

That is when the power ponies and Peter walked in to see the images of Twilight and Ahura on the news.

Saddle rager blinked and said, "….. daughter dating prince how long were we gone?"

Zapp blinked and crossed her arms, "So I am technically a princess even if I am in exile for wanting to help others!" she said seeing no harm in it.

Fili-second raised a hand and said, "did I miss the royal wedding teasing? There was nods and she looked sad and snapped her fingers, "Darn it maybe next time!"

Mare-velous adjusted her hat and petted Twilight on her back, "coagulations to the future inhuman queen don't let that go to your head now girl! You're a parker first future queen second!"

Twilight at this point looked like she was malfunctioning and was redder then Mj's hair.

Radiance held her hands together happily, "it's like a fairy tale my daughter was swept off her feet by a handsome prince, and when danger came they stood side by side as equals on the battle field!"

Masked matter horn was holding back peter," NO NO IF YOU GO PUT THE FEAR OF MANSPIDER IN THE PRINCE WE'LL GET A WAR AND IT'LL SPEED UP THE WEDDING DATE!"

Twilgiht fainted flat like a board at this point not able to take it anymore!

Celestia then said, "yes focus more on Fluttershy focusing on his cloning power!" Peter and the power ponies jumped.

Peter then walked out, "First Fluttershy my little butterfly then I scare the shit out of the prince!" he said sounding like a dad on a mission.

elsewhere in the world.

Kaine was sitting onside of a building with Teresa as he said, "so how are mom and dad taking the news?"

Teresa then let out a flat, "can't believe there grandbaby will be a real life prince!" She said flatly, "I mean honestly First I get to date daredevil and be a mother figure in my nephew's life now this! The world is getting weird man and so many heroes throwing away the masks now!"

Kaine then fired a webline, "Well at this point it'll be a world of super heroes, no need for secret identities when everyone has power trust me by time everyone is powered Peter will probably officaly join the police of were ever he lives to protect it."

to be continued.


	20. Chapter 20

Applejack Parker was walking around the now more empty streets as she said, "oh doggie this is crazy!" she then turned into an alley and held her mouth and turned green, "what in tarnation!" as there was a man with the top of his head eaten!

She then heard a laugh and looked behind her and jumped as there was carnage and she backed away hands out, "ohs now I am going to warn you you varmit! My pa is spidermane! Mess with me and him and all my mamas will be coming for yeah monster mouth!"

Carnage laughed insanely, "Oh baby that's the last thing I am after!" he said spinning the pony girl around making Aj's eyes widen in horror as he dipped her and she let out a panicked horrified called of , "I AM A MINOR STOP!"

the red monster laughed as he said, "Nope! As he grabbed went to grab her skirt only for something to kick him in the head!

Applejack's eyes widen before her was another symbiote freak this one appeared to have the shape of an anthro unicorn. It it's head neck lizard like tail and chest was red and carnage like down to the monster mouth fused with the front row of fangs the left arm was yellow and red with long nails, the right was green and clawed with green tendrils coming off the shoulders forming a wing like shape, that split into two off center wings.

the right leg was purple with talon like spikes on the hoof the right was blue and solid hooved and All aj could say, "somewhere someone obsessed with symmetry is having a heart attack!"

Carnage got up and laughed, "Oh hybrid how nice of yous to join us bross!" he said roaring as he made his hand in to an axe and charged, "I'll have fiddle with the filly after I cut your head off and eat your codexes!"

behind hybrid Applejack covered her self in fear as she hide behind a dumpster as she cried, "…. I will never unhear that!" She said shaking holding her head.

But she looked out to see the so called hybrid form mace with the tip of it's tail to block the strike before it's tendril wing constructs broke apart and struck knocking Carnage back.

the red symbiote landed on side of a wall and as he hissed, "Fine fine you have the filly I have codex to eat I'll eat you later bros!" it then web swung off.

That is when hybrid turned to face a scared Applejack only for the mask to open to reveal a unicorn stallion only a few years older then her his fur a dirty greyish brown and hair a faded blonde his eyes were still covered by symbiote matter as he said, "hope you don't mind the eye part of the mask remaining but we need it to see sense the maker ripped out our eyes for study!"

Applejack jumped and nodded as she said, "Geee thanks and I am so glade your not some creepy adult underthere!" she said still shocked and horrified by Carnage interested in her as she asked, "You got a name other than hybrid?"

the stallion laughed and said, "Trenderhoof a former crystal prep student till the maker choice to take it and make it his testing ground I escaped along with a few others when he start testing symbiote codexes on us! We escaped and came to get help! Your father was the clear choice!"

Unknown to Applejack a few of her sisters were having similar meetings.

Pinkie pie was on back of a blue symbiote with red tube like growths on the suit his mask off to reveal the anthro face of Grilled cheese or cheesy as he web swung, "so any way the codex is a part of the symbiote left behind the maker found out they will rapidly regrow into a copy of the original in anthros like us! I got riot's!" he said reforming his mask with only feature was a red spiral and he spoke saying, "Trenderhoof got it worst his eyes removed and four codex shoved inside of him! It's driving him bonkers!"

Else were in the city

Sunset shimmer who was not dressed in leather jacket red top and red skirt and black boats was on guard speaking to the symbiote clad stallion before her.

his symbiote suit was yellow with black lines and four ridged looking wing growths his mask looked like carnages but yellow and the eye was a solid red spiral and it removed to show the face of the flash sentry, "Anyway real name's Flash sentry, and Carnage was revived form a fragment of black the necrosword the og symbiote! So the new carnage symbiote is basically the reincarnation of the symbiotes creator the god of darkness who wants to destroy everything to make the universe a black empty void. We dare not speak his name less we lose control by giving him power."

Sunset blinked and blushed as she found the Pegasus male under the symbiote cute and asked, "yeah but you sure scared of Carnage easy!" she said pointing out the flaw in the story.

Flash sighed as he moved a clawed hand, "that's because it's not carnage the real carnage is spawning symbiote doubles to act for him and bring him Codex so he can put his decayed body back together! Symbiotes can fill in for missing flesh of the host case in point this pint is filling in for half our internal organs with Maker ripped out for shits and giggles!"

sunset looked horrified.

Meanwhile in a graveyard there was a gathering of multiple carnages who quickly start to be reabsorbed by the original dark carnage as the decayed monster symbiote got up.

the real Kasady stood up hi symbiote looking black and burned with red cracks and red light forming his eyes and fanged mouth his chest was empty making the torso look like the symbiote formed around bare rips and spine with a glowing spider symbol he had horns on his head and was covered in spikes as he cracked his neck and said, "gee man what a head rush! Oh well now Don't need this lame as fakes now!" he then picked up some news papers and put on some glasses, "Now let's catch up with what we missed while dead as hell!"

he read, "yes yes repowered yes yes, pony people, Spiderman is peter parker shoulder have known or at least the symbiote should have told me when it was merged with his clone! He has multiple wives? Makes sense bitches love spiderman! Oh what's this only one son, his daughters are kind of cute I guess for pony people! Oh MJ the former model is the new venom! I'll call her mama …. Those last two things came out wrong even by my standards and I am currently a demonic serial killer sybiote demi-god anti-christ zombie of dooms day herald of the return of the dark god knull." He then through the paper away in a recycling pin as he said, "don't' litter"

Carnage then cracked his neck as he said, "Ok now pettie boy let's dance! And bring your bitches!"

Meanwhile in maretroplis Ben as spidermane two was spinning his webs beside his new sidekick and girlfriend the reformed villain Shadowmane as he hit a button on his wrist making his suit admit a sonic pulse it seemed to scare off symbiotes but not hurt them as much, "they are powered up we need to meet with dad!"

Elsewhere After hearing the story form the girls and the gathered symbiotes the parker wives were hugging and thanking Trenderhoof.

But the stallion said, "thanks but if you want help don't take the symbiote it's this bodies eyes and lungs!"

Flash then continued pulling on his suit, "this symbiote is our digestive system!"

Cheesy opened a mouth of fangs in his mask as he said, "kidneys spline, and spinal cord!"

Mj formed her mania outfit as she said, "Peter dear I am in the same boat as them I am merged with Mania if it's taken off me I die!"

Rarity rainbow and Fluttershy were just looking at the symbiote guys and Fluttershy comment, "Now we're the single sisters."

to be continued.


	21. Chapter 21

At the parker manor the place was blasting really, loud metal music making Luna have to write on a peace of paper to speak with Peter.

Peter replied using a computer screen with a hologram to say, "It'll keep the symbiotes way!" he said looking outside to see the three allied Symbiotes of threes fighting the carnage offshoots Peter was clearly wondering why they were not under control!" he shrugged it off and web swung out with his harem to join the fight!

While inside a bunker sound proof bunker the Seven parker siblings sat down, Twilgiht basing , " I don't get it every symbiote is under control even Eddie's son Dylan! Why are riot, hybrid and phage not under Carnages dark god mode control?" She asked.

Pinkie pie held her chin and said, "could be the fact they aren't human and Dylan is his mother's codex incarnated making him naturally a symbiote who needs no host! I mean the offshoots appear mindless till they get up on a host!"

Sunset sat down and sighed, "No no!" she said shaking her finger, "inhumans are effect the people of maretropilis are effected it's more logical to go with the maker altered the codex clones they are merged with!"

Applejack held her chin, "ya'll think that figures this right?"

There was then a dent on the door and Fluttershy jumped and said, "… yeah like dad may have underestimated the knull power ups!"

Rainbow dash got ready but when the door was ripped open she jumped and screamed before looking and sighing in relief!

Rarity smiled happily as it was just Eddie as Mj in mania form but then there mother's white parts turned red and her lens morphed into one red spiral as she opened monster mouth and she screamed, "MOMMY MJ HAS GONE TO THE DARK SIDE AGAIN!"

She then lunged only for Pinkie pie to pull out hair spray and a lighter and use it to make a flame thrower setting her on fire as she and her sisters ran out, "It's not mommy Mj! It's carnage using her as a puppet through her symbiote! And see she is also a symbiote host hybrid why is she effect but not Dylan!?" she asked as they ran through there home with the sound now stopped.

Sunset gulped as she yelled, "SPLIT UP GIRL!" they all head different ways and to her horror Mj chased her, "WHY ME!? Why not pinkie pie! She is the one that stained your year book slash modeling contract mom! That's right I am snitching!" She said scared before the sprinkler system started putting out Mj's fire.

The unicorn girl turned and panicked as she saw she was in a dead end now facing her gone nuts mother, "Come on mom! If Dylan a little boy can do it! why can't you? Come on fight it!" She said reaching for something on the wall as for a moment Mj returned to normal mania form before returning to knull control with an agonizing scream of ,"MOMMY'S SORRY!"

the daughter found the switch and smiled happily as the trap door opened dropping her into her dad's lab were she looked around and picked up with looked like a teaser but the electric energy was black and she gulped as Mj jumped down.

Mania tried to jump her but Sunset used her magic to hover the teaser and hit her gone mad Mommy as she said, "so sorry mom!"

When hit by it Mj screamed before the colors inverted the red became blue the black white the white fang now black and she stood there blinking as she said, "…. I think I should thank you!"

Mj Looked at the teaser and said, "negative lighting! Peter most have been studying mr negative's personality inverting powers well it works and inverted me back to normal! Come on we have got to go help your father!"

Meanwhile upstairs Rarity was running and crying, "NO NO NO!" behind her was a symbiote carnage offshoot as she used her magic to fire off a blast that seemed to knock it out but the slime just shoot off the host and head to her she screamed as he got on her tail and she yelled, "NO GET OFF GET OFF! I DON'T WANT TO BE A MONSTER AND EAT BABIES! NO NO!" She said trying to use her magic to hold it on the tip of her tail she the noticed a vase she knocked of and grabbed one of the peace and in a moment a horrible yell was heard.

Not to much later rarity was in tears holding her bandaged now noticeably shorter tail, the bandage was clearly made form part of her dress , " that was a horrible sick twisted choice!" She called out opening the window and jumping out tucking and rolling on to the beach outside of her house.

she then came right to a carnage drone who grabbed her by the waste and said, "Well hello baby you smell like blood!" he said happily.

the white unicorn gulped as she said, "…. Take this!" She fired form her horn a fire ball right into ti's face making her attacker back away in horrible pain as she ran!

the white unicorn then tripped down a trap hole and came to what looked like a door under ground with the makers symbol as she said, "the maker took a school as a test ground gulp!" she said opening the door.

Only for in a moment A green symbiote known as lasher clearly on a anthro unicorn to jump out roaring and attack the carnage off shot that had followed it was not long before the twisted tendrils it used to absorb the symbiote biomass off the host killing and adding the offshoot to his own person!

the mask opened to reveal a purple but nerdish boys face as he held his head, "I am microchip!"

Rarity hugged him and happily said, "You saved my life I'll call you boyfriend if we make it through this!" She then heard Fluttershy looking for her and said, "Done here girls!"

before long the parker sisters and Mj were down there heading in!

Lasher looked confused but Rarity grabbed his hand and said, "the secret to saving the world is probably in this Den of nightmares!"

It did not take Fluttershy long to look through tubes marked with symbiote names and host names" oh what's this I didn't know all this heroes had symbiotes well there was that invasion wait is this anit-venom? Didn't it destroy other symbiotes?"

Mj nodded as Fluttershy smiled and in a moment kicked the tube open with a hoof making white slime gush out, Everyone jumped as the slime formed a mouth and roared before oozing through a crack and everyone gulped.

a moment later form the level below clearly a test subject storage a white monster hand punched through and out came what looked like antivenom with wings hooves and an equine face it roared revealing the face of zephyr Breee before the thing returned to anti-venom.

In a moment that stunned rainbow dash the anit-symbiote grabbed her face kissed her making her eyes widen as when the kiss was broken her mouth was open and it's big long monster tongue was covered in slime licking it's lips before it dropped her and tackled a carnage offshoot burning the symbiote away as it growled, "Burn away carnage!"

Rainbow dash was throwing up as she pulled out a brush and scrubbed her tongue, " eeee eeee eeee slime in my mouth! Slime in my mouth! Gross gross gross!" she was turning green.

Mj held her chin, "yes dashing prince type he his not but he likes you with means we have a guardian monster that can help and!" She noticed her hand turning back to normal and added, "sunset tease mommy again she is starting to go knull again!" in a moment she was shocked and returned to the inverted state.

flutershy crossed her arms, "Great now I am the only parker who is single! Even Reilly has that Zecora girl!" she said frustrated by not having a guy crushing on her in the middle of the worlds end.

Rarity was currently unwrapping her tail using peroxide she found on a shelf to clean the hole on the end of her tail she just self stitched closed, "NAG I HAD TO CUT OFF PART OF MY TAIL! SO FOCUS ON WORLDS END PLEASE!"

to be continued.


	22. Chapter 22

At the parker manor the place was blasting really, loud metal music making Luna have to write on a peace of paper to speak with Peter.

Peter replied using a computer screen with a hologram to say, "It'll keep the symbiotes way!" he said looking outside to see the three allied Symbiotes of threes fighting the carnage offshoots Peter was clearly wondering why they were not under control!" he shrugged it off and web swung out with his harem to join the fight!

While inside a bunker sound proof bunker the Seven parker siblings sat down, Twilgiht basing , " I don't get it every symbiote is under control even Eddie's son Dylan! Why are riot, hybrid and phage not under Carnages dark god mode control?" She asked.

Pinkie pie held her chin and said, "could be the fact they aren't human and Dylan is his mother's codex incarnated making him naturally a symbiote who needs no host! I mean the offshoots appear mindless till they get up on a host!"

Sunset sat down and sighed, "No no!" she said shaking her finger, "inhumans are effect the people of maretropilis are effected it's more logical to go with the maker altered the codex clones they are merged with!"

Applejack held her chin, "ya'll think that figures this right?"

There was then a dent on the door and Fluttershy jumped and said, "… yeah like dad may have underestimated the knull power ups!"

Rainbow dash got ready but when the door was ripped open she jumped and screamed before looking and sighing in relief!

Rarity smiled happily as it was just Eddie as Mj in mania form but then there mother's white parts turned red and her lens morphed into one red spiral as she opened monster mouth and she screamed, "MOMMY MJ HAS GONE TO THE DARK SIDE AGAIN!"

She then lunged only for Pinkie pie to pull out hair spray and a lighter and use it to make a flame thrower setting her on fire as she and her sisters ran out, "It's not mommy Mj! It's carnage using her as a puppet through her symbiote! And see she is also a symbiote host hybrid why is she effect but not Dylan!?" she asked as they ran through there home with the sound now stopped.

Sunset gulped as she yelled, "SPLIT UP GIRL!" they all head different ways and to her horror Mj chased her, "WHY ME!? Why not pinkie pie! She is the one that stained your year book slash modeling contract mom! That's right I am snitching!" She said scared before the sprinkler system started putting out Mj's fire.

The unicorn girl turned and panicked as she saw she was in a dead end now facing her gone nuts mother, "Come on mom! If Dylan a little boy can do it! why can't you? Come on fight it!" She said reaching for something on the wall as for a moment Mj returned to normal mania form before returning to knull control with an agonizing scream of ,"MOMMY'S SORRY!"

the daughter found the switch and smiled happily as the trap door opened dropping her into her dad's lab were she looked around and picked up with looked like a teaser but the electric energy was black and she gulped as Mj jumped down.

Mania tried to jump her but Sunset used her magic to hover the teaser and hit her gone mad Mommy as she said, "so sorry mom!"

When hit by it Mj screamed before the colors inverted the red became blue the black white the white fang now black and she stood there blinking as she said, "…. I think I should thank you!"

Mj Looked at the teaser and said, "negative lighting! Peter most have been studying mr negative's personality inverting powers well it works and inverted me back to normal! Come on we have got to go help your father!"

Meanwhile upstairs Rarity was running and crying, "NO NO NO!" behind her was a symbiote carnage offshoot as she used her magic to fire off a blast that seemed to knock it out but the slime just shoot off the host and head to her she screamed as he got on her tail and she yelled, "NO GET OFF GET OFF! I DON'T WANT TO BE A MONSTER AND EAT BABIES! NO NO!" She said trying to use her magic to hold it on the tip of her tail she the noticed a vase she knocked of and grabbed one of the peace and in a moment a horrible yell was heard.

Not to much later rarity was in tears holding her bandaged now noticeably shorter tail, the bandage was clearly made form part of her dress , " that was a horrible sick twisted choice!" She called out opening the window and jumping out tucking and rolling on to the beach outside of her house.

she then came right to a carnage drone who grabbed her by the waste and said, "Well hello baby you smell like blood!" he said happily.

the white unicorn gulped as she said, "…. Take this!" She fired form her horn a fire ball right into ti's face making her attacker back away in horrible pain as she ran!

the white unicorn then tripped down a trap hole and came to what looked like a door under ground with the makers symbol as she said, "the maker took a school as a test ground gulp!" she said opening the door.

Only for in a moment A green symbiote known as lasher clearly on a anthro unicorn to jump out roaring and attack the carnage off shot that had followed it was not long before the twisted tendrils it used to absorb the symbiote biomass off the host killing and adding the offshoot to his own person!

the mask opened to reveal a purple but nerdish boys face as he held his head, "I am microchip!"

Rarity hugged him and happily said, "You saved my life I'll call you boyfriend if we make it through this!" She then heard Fluttershy looking for her and said, "Done here girls!"

before long the parker sisters and Mj were down there heading in!

Lasher looked confused but Rarity grabbed his hand and said, "the secret to saving the world is probably in this Den of nightmares!"

It did not take Fluttershy long to look through tubes marked with symbiote names and host names" oh what's this I didn't know all this heroes had symbiotes well there was that invasion wait is this anit-venom? Didn't it destroy other symbiotes?"

Mj nodded as Fluttershy smiled and in a moment kicked the tube open with a hoof making white slime gush out, Everyone jumped as the slime formed a mouth and roared before oozing through a crack and everyone gulped.

a moment later form the level below clearly a test subject storage a white monster hand punched through and out came what looked like antivenom with wings hooves and an equine face it roared revealing the face of zephyr Breee before the thing returned to anti-venom.

In a moment that stunned rainbow dash the anit-symbiote grabbed her face kissed her making her eyes widen as when the kiss was broken her mouth was open and it's big long monster tongue was covered in slime licking it's lips before it dropped her and tackled a carnage offshoot burning the symbiote away as it growled, "Burn away carnage!"

Rainbow dash was throwing up as she pulled out a brush and scrubbed her tongue, " eeee eeee eeee slime in my mouth! Slime in my mouth! Gross gross gross!" she was turning green.

Mj held her chin, "yes dashing prince type he his not but he likes you with means we have a guardian monster that can help and!" She noticed her hand turning back to normal and added, "sunset tease mommy again she is starting to go knull again!" in a moment she was shocked and returned to the inverted state.

flutershy crossed her arms, "Great now I am the only parker who is single! Even Reilly has that Zecora girl!" she said frustrated by not having a guy crushing on her in the middle of the worlds end.

Rarity was currently unwrapping her tail using peroxide she found on a shelf to clean the hole on the end of her tail she just self stitched closed, "NAG I HAD TO CUT OFF PART OF MY TAIL! SO FOCUS ON WORLDS END PLEASE!"

to be continued.


	23. Chapter 23

In the city in chaos Peter was web swinging away form Carnage's strikes, " So Zombie symbiote ant-Christ!" he then jumped he saw his wives struggling against the Demagoblin as he said, "And merged your girl with the demonic goblin …. Yep that's you, you southern grown madman!" he then used his spider legs to block a symbiote claw strike as he smirked under his mask as Carnage yelled.

the symbiote saw a needle and injector had hit him between his visible ribcage and he pulled it out as he said, "The fuck is this shit!?" he then twitched.

Spidermane point and said, "the extremist virus right now it's rewriting your genetic code clearing out the old like the parts your symbiote is fused to and rewriting you to have flame and electrical based powers, you know two of the three things that kills symbiotes! Your symbiote is dying now and you can't ever get a new one! No more carnage!" he said In victory!

The badguy who was on side of a wall jaw dropped to the point it fell off forcing him to grab it and put it back on , "Wow babe! Were did this shit come form! I mean dam! What the fucking hell man!"

he then noticed the inverted Mj joining her co wives by tackling the Demagoblin and slashing her across the back as he said, "And you found away to free wife number one! I guess I'll just have to absorb enough codexes and kill you before the virus destroys my symbiote and makes it so I can't have another!"

The killer charged morphing his hands into axes as he grow bat like wings of biomass coming down looking just like a demon!

Peter jumped off the side of a building and free fell out of the way as he said, "Bring it on!"

Elsewhere the symbiote boys were fighting carnage drones!

Flash looked to see Anti-venom grabbing and burning the symbiote off one of the drones as he used his four sharp legs to slash at one as he said, "As long as you don't do that to us we'll get alone great man!"

Cheesy grow larger to smash a drone down into the ground, "yeah big time!"

hybrid was using his tendrils to block multiple blades, "How about getting your asses in gear and not talking about the new guys!"

Nanochip or Lasher was spinning making his blade tendrils slash a large part of the horde, "LET'S MAKE THEM HURT!"

Elsewhere in the base.

sunset had a headset on and said, "I have gotten on the webwear network Dad it's me sunset! We found the maker's lab are freeing captured Teens and looking for more help, Got antivenom now and your mr negative lighting teaser freed Mommy Mj but it wears off! Also Rarity lost the tip of her tail and Rainbow got tongued by ant-venom!"

Peter's voice then yelled out, "All things to work on later Sweetie Daddy is busy fighting the dark one of symiotes!"

Sunset then hung up and typed as she said, "Come on Sunset you're a parker this should be easy to do and yes! Found something Fluttershy the level you are on has a symbiote tube casing it's artificial made by cloning and altering codex to match with antivenom mixed together it's tasty it's horrible it's just gross! But it's what we need I'll open the door for you!"

the door then opened and Fluttershy saw a small tube with a sickening mix of glowing whites blacks blues and greys spinning and mixing as she grabbed it and said, "Gross what even will this doo it looks like it's trying to rip itself apart! It hates it's self as much as we do!" She said grossed out.

Sunset then spoke up, "Simple Butterfly wings, the thing does want to rip apart I've been watching when one Carnage drone is hit they all react a little! They are the same symbitoes just stretched so in theory if we infect one drone with project cannibal the other drones will fall!"

The roof then opened and Fluttershy flow up as she said, "always the single sister that has to do the hard work!"

She flow up and looked at the fire chaos and symbiote webbing and flow off " Come on you just have to be attacked and aAAAAAAAAAAAAAAAAAA!" she yelled as a carnage tackled her and pinned her to side of the wall with a web swing and she smashed the glass case on it's head and in a moment the sick mix make it scream and jump down.

Letting Fluttershy hover in the air as she watched the slime brake apart the symbiote and saw the same thing happening to other drones , making all the drones come together to try and stop the thing " shit it worked!" she said happily.

Meanwhile Sunset fist bumped Twilight as she saw a video of screaming symbiotes and felt a shockway, "Look sis your boyfriend came to help! What a prince charming you have!"

The purple girl blushed at the comment and they then heard a gasp and turned to see Anti-venom making out with a red Rainbow dash.

sunset rolled her eyes and said, "so this is our sickeningly sweet couple!" Rainbow grunted into the kiss before Anti-venom left again freeing her to pant.

Rainbow flipped her gathered sisters off , "Screw you guys he is going to make me suffocate with French monster kisses!" she panted out clearly scared but a little happy.

sunset hit a button turning the monitors to her father's fight with carnage.

Carnage's left arm was human the right side of his chest now human like showing his insides were regrowing form the virus the left corner of his human face was revealed.

the monster panted his wings gone as he hade his right hand in axe mode swinging at Spiderman who was having a lot easier time avoid them, "I just need to survive!" he said flatly.

Carnage roared as his right foot became human the slime burning off him rapidly now as Peter said, "And Mj gave them the opening to take down your demon! Face it carnage you lost babe!" he said mocking the killer!"

the symbiote was having trouble standing as his other leg was becoming human and human body shape returned under the slime he still had as Knulls symbiote slowly faded or burned away as he said, "Gee never was stronger and you go and do some anti-hero shit and make it so I can't be me anymore! You changed man! You became better!"

the killer saluted Spidermane, "I salute you! Your pimp game! Your fighting skills! Your making fun of your enemy! I salute you brony! I salute you babe! But I will still have super powers to kill with! So I'll be coming for you!" he then forced all his symbiote bio mass in to a lance and charged for one last attack.

Peter fired a web line and zipped off as the lance missed him and burned away leaving Carnage human and twitching alive but no longer carnage!

he then spotted the five good symbitoes guys all landing and lowering there masked

zephyr then spoke up and saluted, "and drones handled thanks to your daughters! The carnage has ended!"

Cheesy rolled his eyes as he said, "that's not even punny!" he then elbowed microchip happily.

Mj landed returning to her normal mania form as she smiled as she , Ava, Celestia, Luna, Masked matter horn Radiance, saddle rager, Zap, Fili-second, and Mare-velous all tackled and hugged Peter.

Peter then let out a happy, "what can I say bitches love spiderman! Or in this case nags love spidermane!"

to be continued


	24. Chapter 24

Fluttershy Parker was flying through the air over the ocean it has some time later she and her sisters were now going on seventeen. She sighed, "Only single lady left in the parker family and wait what hell!" She said as she hit an invisible wall only to be shocked and pass out.

she then woke up on her knees with an anthro blue goat in what looked like a Black loincloth and tunic standing over her looking at her making her jump as he asked, "what kind of Pony are you?"

the parker lady gulped as she said,"aaaa I am a flutter pony?" she asked scared and cursing parker luck! " can you tell me where I am?"

the goat eyed her and said, "You are in my city of Tambelon for I am Grogar my lovely!" Fluttershy jumped remembering stories her mothers Luna and Celestia told her, so she added, "I warn you I am my by a butterfly but I was born to spiders!" the mutant anthro said.

Grogar held his chin before making his horn glow to view members of her father, Brother uncle and Aunt, "I see! Your father is a powerful warrior! How has a massive harem! Those genes are in you making you the perfect mother to create a powerful heir for my throne!"

Fluttershy jumped up and in a moment she said, "NOPE!" dust form her wings came off as she ran out of what looked like a throne room outside trying to take to the air but her works glow as did the wall, "the wall is keeping me ground that most be how he is keeping the ponies here!" She said seeing slave anthro pegasus in rags working and some in arm holding the whip.

she ducked to avoid a spear's pole section as she hit a button on her shoes making a distress signal trigger as she kept running as she spotted some birds point making the birds attack the dark guards as She pulled out a headset for one ear form her pocket as she hit a button, "Fluttershy to family! Can't fly island has anit-flying field creepy evil overlord trying to make me marry him!"

She then spotted a whole and jumped down it to hide in the caves as she said, "butterfly in need of help!" it was at that point she noticed above pig men with axes looking for her so she went deeper!

She then same down and soon anthro ponies in golden armor came out pointing spears as one of them Thunderlane and asked, "Who goes there?"

the yellow mare said, "A girl running because she doesn't want to be forced to marry Grogar with a means of contacting help you guys the rebellion"

at with point the headphone spoke up, "Ben to Fluttershy come in little sister!" The gaurds jumped as the mare said, "It's just a machine that lets me talk to my family I have to tap it to respond to my brother!" she said slowly reaching it, " yeah get your girlfriend Shadowmane to help big brother because I am with the rebellion it looks like with judging by his blinged out armor and the only one to look original the leader I think the name tag says Thunderlane in jewels!"

She let out as Ben said, "Well uncle kaine just caught her uncle so I'll be on the way with Shadowmane, Keep your tracker safe so we can track you on webware!"

Fluttershy nodded as the guard still pointed weapons at them till a pigman came down only for Fluttershy to fire off wing dust again knocking the big out as she said, "Still don't trust me?"

later on Spidermane junior was hanging on side of a jet talking to Shadowmane standing on the wind as he said "And we jump off in three to one!" they both jumped with Ben grabbing his girlfriend and he fired a webline down hitting the invisible wall allowing them to web swing into the palace.

Were the pig men charged only for Ben to avoid them easily through his spidersense and made web boxing gloves to knock them out with blows to the neck.

Shadowmane just span jump and flipped throwing bladeless throwing stars to knock out before drawing a reverse blade sword and turning it around to slash through an axe handle, "I may be reformed but I am not tamed."

At with point a webware message came on, "big brother I am out In the open Grogar is chasing me! The rebellion told me the spell and what gives him his power comes form a large bell just brake it to get there I scanned the map sending it to your wrist watch now!"

a notice sound came off as a hologram of the map came up and was quickly overlaid with there gps signal with an x marked for the map " Well me lady how do you want to do this? "

the Ninja mare held her chin, "you go for the bell I'll play with the big men!" she said kicking one in the face with a round house kick while talking before back flipping blowing a kiss mid-flip as she landed on a hoof and a knee and said, "Love you my spider!"

the spider totem then jumped out to window and on to the side of the castle to wall crawl off, "Want to know what my sister is doing right now!"

Fluttershy was running when Grogar grabbed her left wrist and she smiled as Grogar gasped and he noticed a small stinger on her wrist.

Fluttershy crossed her arms showing both of hers, "I float like a butterfly but I stink like a bee Grogar!" he then fainted as a bell rung through the kingdom making the dome shatter and the big men turn back into pigs.

Thunderlane walked out shocked at the turn of events and in a moment Fluttershy grabbed his face and kissed him saying, "Come see me sometime when you get to the mainland in Mexico ask for the parker house then come ask for Fluttershy Parker, and thank my big brother for ringing the end this grab bell!"

Later while Fluttershy was showing off the city to Thunderlane spidermane was hiding in the shadows on the side of a skyscraper cracking his knuckles, "come on give me a reason to hurt you for messing with my pretty little butterfly!" he said being an over protective father.

Little did he know in America something was happening two things.

A teen age boy with blonde hair was standing in the middle of a crowd forced to follow his orders in a punisher outfit with the skull tied red, "So I order and others have to listen awesome power!"

Elsewhere on the other end of the united states.

A horde was walking squid like parasites attacked to them controlling them as the main one the lead with had it's squid attacked to her head not her chest stood it was spider women Jessica drew and she declared, "Hail the new hydra! The future of the world!"

this two force marched on opposite ends towards eachother it would be like a clash of two zombie hordes with America in the middle.

this would become big news the following morning signaling a signal to be sent out for all heroes to gather at a safe place!

when the news hit Pinkie pie yelled out, "SUPER HERO PARTY AT OUR HOSUE YAY!"

to be continued.


	25. Chapter 25

In the parker house Peter was looking at all the gathered heroes in his house and on his roof as he hit a button to speak on the intercom , " I know it's been awhile sense the Alliance protocol has been triggered but please wipe your feet before coming into my house people! Ok now let's talk about what is going on!"

tony then spoke up saying, "We have a teenage mutant with the power to force people with a sane organic Mind to listen to him so already sent vision and the other robot heroes and some of my suits on auto pilot to handle that mess!"

Bruce held his chin and said, "Good good now what do we do about our new hydra parasite problem? They can just throw a squid to get them handled and unlike skull each member still thinks for themselves so they can react and attack with out being told to!"

Flash hung down and said, "Mr banner I think I may have an idea for that the thing mentioned his wife can animate her clay statues and they can simulate the powers of those they are made form?"

Not to long in the two side of Two work, heroic robots were restraining people while targeting a running scared Teenager Till Vision showed up before him and fired at his neck killing him, "Sorry I had to do that son but people aren't toys!"

Elsewhere Clay golems were attacking and being smashed by people controlled by parasite squids.

one in control of Shehulk smashed the left arm of a golem in the hulks image, as the head one controlling spiderwomen turned to see one that looked like spiderman and she sighed, "Really?" She then went to smash it and when it cracked black slime came out and spiked the squid making the corpse it controlled fall over dead.

the same thing was happening, as tony watched, "Flash plan to smuggle in heroic symbiotes in the golem shells worked we'll have both problems handled shortly."

that is when a door in time space opened up and what looked like a robot in a clear glass human shaped shell came out making everyone jump before he spoke up, "It's just me x51 machine man! The watcher made my shell clear to try and make me his robotic eyes but I out smart him and took his place and I have bad news this two things are not our big threat!"

he said playing a hologram of the Celestial " I now know why the Celestial visited us! They came in the time of the dinosaurs and wiped them out but this wasn't to make room for us it was a side effect! The Celestial reproduce by laying eggs within planets!"

Everyone gasped as an image of a Celestia creating an egg and baring it within the planet this impact being what killed the dinosaurs.

he then showed images on Celestia doing things to monkey like creatures, "and here is what they did to us! They implant us with a genetic code for mutation for getting super powers to protect our world for one reason to defend the egg as antibodies"

he also point to the shell hologram" the shell within our core is viburnum!" the Black panther's cat eyes widened.

the king roared, "MY KINGDOM IS ON TOP OF THE EGG SHELL!"

Machine man man nodded as he tapped the side of his head, "and that is our edge The watcher drove away Galatcus who kills Celestials by egging there eggs because his people made a deal they watch over the eggs , there isn't one in there world."

Reed made a fist and growled, "and to think I called him friend!"

Sunset raise a hand and said, "So what happens when it hatches?" she sounded scared.

X51 notice Deadpool blowing a bubble with gum and he poked it with his finger making it pop, "about that"

Deadpool removed the gum form her face and hugged her daughter Elly ,"OK WE NEED TO ABORT THING FAST! THAT'S RIGHT NOT EVEN BEATING AROUND THE BUSH HERE PEOPLE!"

Black panther held his chin, 'My kingdom is on top of it So it should be the location of how ever we handle it!"

Storm held her chin, "I think the best way would be to simple fire a beam straight through it destroying the embryo!"

Thor held his hand up to get focus on him, "Not to undermind my dear friends but though forget the Celestial who are to powerful for a god to understand will return to welcome there young one what happens when they arrive to see we slayed it before it's hatching!?"

X-51 then displayed an image of formless creatures becoming myths, "that is were we have an edge gods monsters they were all created by the Celestial and have the same potential as them , in theory thor you and all the others on the other side of the rainbow bridge can become just as strong as them your powers and limits are all mental you just need to over come them So I showed this to the one god crazy enough to truly believe this!"

Elsewhere in space Loki stood on the body of a dead Celestia laughing, "It's true it's true!"

Meanwhile back on earth the hydra and Skull problems were solved as everyone was in Wakanda.

the black panther was looking as they built a beam and growled as his people had to be moved, "I must sacrifice my kingdom for my world!" he said slightly bitter at the turn of events.

Reed was using his rubber arms to adjusted a power output unite.

Fili-second was using her speed to build the main body of the thing quickly with other super speeders and the super strongers. "this is insane!"

Masked matter horn was firing beams into a power unite charging it with other people with beam powers as she spoke up, " yes it is! All this to kill and egg so it doesn't hatch and end all of our lives."

Mary jane was lowering her mask, "And who knows how this will effect the world we are going to lose a large chunk of our planets mass!"

Peter plugged one of his spider legs into a computer to upload data as he said, "As much as I would love to Argue the point of it we will survive that crisis after this one!"

At that moment two Celestial appeared before them and they raise there hands only for a swarm of warriors on the back of winged horse to come out

thor gasped, "The souls of Hela's Realm!" Loki then appeared he changed his appear no longer having hair or a nose he was in a robe with a hood left side white right side black.

thor was about to raise his hammer but Loki held it out " do not waste your tiem Thor we are on the same side this day! By ending my life I shared what I learned and made the others within Hela's realm believe it casting off there limit they were free to fight on!"

he said was he watched the horde handle one Celestial slaying it before the other missing an arm raised it's hand making them all drop, as thor and Jane fainted.

Loki held his head, "HE IS HITTING THE RESET BUTTON! EVIL GIANT NOT FOMR MID.." he then slapped himself, "No no! I am not Loki! I was a mindless ball of mass someone called loki and became it! that is my people's origins! I don't want to be someone else's lie!" he said in rage as he held out his hands firing off a bolt of thunder that struck and made the Celestial shark and slowly shatter falling apart hitting the energy dome above the build sight.

Celestia who was holding the dome was speechless as she watched Loki faint," And how many more of those things are there?"

X-51 "I counted Seven in total that know of earth so five more ladies! Five more and with the reset button hit I don't think Loki will be getting us a horde of warriors that can hurt them so long as they think they can hard enough again anytime soon!"

Meanwhile in new York at a Greek bar and restaurant Hercules was watching the Asgardian slay Celestial as he gasped," Impossible I am the strongest there is!"

That is when Loki in his new form looking like a mutant sat down next to him, 'I was there and can explain the power of a god is belief! They believed they were stronger so they were but the one cast a spell blocking belief form their minds! If you believe you are stronger then one of them you will be Hercules!"

the prince of power held his bearded Chin as he said, "yes yes I see the truth in your words stranger it makes complete and total sense that so long as I believe no one being is stronger than me non is!"

he then left as Loki said, "And that's one need four more knights if I will to handle the Celestial coming to great there new member"

to be continued.


	26. Chapter 26

Weeks later wakanda was a war the Celestial had arrive and the weapon wasn't done yet!

Hercules throw his club smashing one of the five giant's heads killing it, "he was right so long as I believe I am stronger then one of them I am!" two then fired beams at him making him run scared, "Two that's different!"

At what point Black bolt blow out and let out a loud scream! The remaining four were knocked back armor cracking before they held out there hands firing a beam that hit the inhuman king!

the sound died as nothing was left of the king making Medusa hang her head sadly at the lost of her husband.

Twilight held the saddened Ahura who was in tears.

that is when a massive ironman armor the size of a skyscraper came out and fired Finger cannons , the cannons were shooting ironman suits with self-destruct on impact cracking the armor more.

Inside of it Tony was in control, "'I made my new mobile home by recycling the red Ronin Get the Cannon ready we need to kill the egg!" he then sighed as he was out of suits or armor to fire.

Arno's face appeared on a monitor, "Tony run eject something they are heading for you!"

the massive iron manor walked to a Celestia and grabbed it as Tony said, "Don't have anymore suits brother just said it! love you your ironman now even if I am more of an iron stallion! Love you!" in a moment he hit a button making the massive final iron man suit explode!

below Arno fell to his knees in horror as his younger brother just turned suicide bomber against the Celestial and the worst part while injured the Celestial his brother died to try and take down still stood.

that is when loki appeared and held out his hand firing a beam finishing it off, "Ok three giants left! If we take down to Hercules can handle the final one! We lost two good men we can not allow it to be in vein!" he called out making thor look at his brother shocked by the statement.

On the tower Celestia and Luna said, "Twilight us and Doctor Strange are need to keep the barrier to stop them form getting in!"

peter was looking at his gauntlet's hologram screen, "We may not need to it just analyzed Black bolt's scream it was a sentence loud enough and sending off just enough Air to carry! He was making a bet! Let's see what he said!" he then hit a button.

A voice no one had heard before of a man said, "Galatcus we know now why you came to our world but we have found away to handle the problem but the Celestial have gone we have killed a few but our losing! Come help us kill the race you exist to destroy!"

The Celestial looked to spidermane having heard it at with point a purple blast of cosmic energy hit one of the injured ones killing it to show Galatcus had landed.

The world eater said, "on this world I found friends! My first sense the old universe died thanks to this things over populating! No more just scavenging if they can slay you universe enders So can I!"

At that point the Silver surfer flow down looking at the Cannon as he said, "I see now you just need power to get it to fire Allow me!" he said flying it. Were his power cosmos radiated off him into the machine making the massive Cannon fire straight down.

the canon being as big as Wakanda's capital destroyed it with all the heroes around it and came out the other side of the planet in the ocean!

it was done and the Celestial paused in shock at the sight as Peter said, "Egg life sights are gone we killed the thing nothing is hatching out of the earth we beat them now to just live to tell the tale!"

At that point Galatcus punched ramming his fist through one of the two remaining Celestial's chest killing it at with point Hercules jumped smashing the final one's head killing it.

The Celestia had fallen the earth had beat beings mightier then gods and lived to tell about it!"

Galatcus looked down at the heroes as he spoke, "you have done what none before has done! You survived the destruction of the egg, you defeated your makers and lived!"

Peter then web swung on to his nose to look him in the eye, "I was leader here so as much as I would love to claim credit it was a team effort and the real heroes are the ones who died this day!" he said sadly.

the giant spoke up as he said, "yes I agree with your statement Peter parker! The spiderman, I am sorry the Spider-mane! You have done something amazing and lead the heroes of your world who normal fight each other as much as the enemy to victory against all odds the only question is can you survive the fall out! your planet has loss mass it will change thanks to this"

As he said that it start to snow in Wakanda a tropical jungle.

Rainbow held her hands out, "Ok I don't see a Pegasus doing things with magic to make this happen as a joke so… it's snowing in the jungle!"

Peter lifted his mask off as he said, "yeah I know We all know what would happen but it was our only hope to survive we do have a plan for this but for now thanks for your help big guy! We won't take up anymore of your destroying those things eggs time!" he then web swung off!"

The world eater nodded as he said, "farewell Earth and it's campions!" he then vanished, as the surfer flow off.

Later on around the world torches the size of mountains were being light as Arno spoke live to the world, "this are our human torches named After what we lost and will need to keep us warm in the shifting climate it's a new ice age! We will need to fix this! We will need to pull through and protect our world and find a way to heal it!"

Around the world super villain prisons were having brake outs!

and that is when the absorbing man ran and grabbed one of ultron's heads in a warehouse and absorbed it trying for metal but something happened.

his eyes widened as all the information within the computer brain went into him! He did become metal, but then he looked at his hand turning it into rubber, "I can rearrange my structure with out using matter as a template now! Instead I can do this!" he touched the wall in front of him making it vanish and himself grow bigger as he ran off with the added mass.

he smiled, "with this upgrade and ultron's mind I could rule the world I already know fifty ways to counter and kill ever last avenger…. But what would the point be if the world freeze and I along with everyone else dies! This is something I will need to Apply my new mind too"

Meanwhile in a new York skycrapper the parkers we removing in the girls now in heavy coats like the mothers.

sunset put her hood up as she said, "I miss Mexico!" She said looking down.

Twilight sighed as she said, "it's to close to the now freezing sea water expands when it freeze sister we would have been floated by ice While new York is close to water it's flash ice flood already happened!"

Rarity sighed, "so horrible I always hated the cold!"

Fluttershy nodded and sighed, "So many tropical manny's already froze to death!"

Rainbow dash was shivering, "And we can't warm it up with weather control either even storm is struggling to control wakanda's weather to keep it less cold.

Pinkie pie had flat hair, " Fuck all this!"

Applejack nodded as she said, "Well said girls well said!"

to be continued


	27. Chapter 27

It was a few weeks later spidermane was web swinging in the snow filled new York.

He was in a new outfit it looked like the second superior suit but in white and light blue, with blue lens, full blue gloves and Gloves boots and neck all had fur patches on them.

As he web swung Peter said, "Can't believe it's July!" he said as he land on side of a building his suit's claws clanking against the metal and frozen glass as he added, "It's a neo Ice age!"

He spotted what looked like a Robbery but notice a guy in a robe throw a web that seemed to make the people doing it feeze so he jumped down saying " might as well talk to the new guy!"

That is when the man in the robe turned and removed his hood revealing a red skulled face and deformed eyes mimicking spiderman's classic mask, "spidermane nice to meet you I am spidersman! My illusion web is a very useful power officer!" he said pointing to spidermane's utility belt with had a police badge on it.

Peter then said, "well yeah! Might as well but I tell you the hard part of this was getting my tail to stay in place up my back under my backpack to keep it from freezing speaking of Freezing!"

Spidersman held out his hand and said, "Don't worry about me Avenger! I am warm blooded extremely so! But I wouldn't mind if I can ask you if you have seen my friend ironmaiden!?"

Peter's lens mimicked a raised eye brow as he went on, "her power allows her body to generate and control metal in the form of armor she is so skilled her armor can even mimic ironman's original arm for flight and energy weapons!"

Peter then hit something on his belt and put it on spidersman's robe, "My sidersense isn't going off so your trust worthy and I now deputize you into police hood! If she can work with Viburnum, she could in theory fix our planet! I'll put out the A.P.V for her your when the cops take away this robbers we search!"

before long the while city was looking for Iron maiden.

Meanwhile in a building a women in what looked like a seamless moving liquid metal suit was pinned to a wall by a powerful magnet.

As immortus walked up as he said, "The church of Immortus can't have you out there Lady your body produce Viburnum you could save the world! My masters don't want that!"

ironmaiden moprhed her shoulder in to a gun barrel and fired off an energy blast only for a force field around Immortus to block it he smirked, "the magnet is protect by one too so don't bother shooting it!"

Elsewhere in the city Spidersman was pointing to a church building called the church of Immortus as he said, "Last I saw her was the Night we stayed here! Church let the homeless sleep in side we though nothing of it! but when I woken my only friend was gone! And I was alone and scared."

Spidermane held his chin, "well spiders Sorry to tell you but Immortus is another one of Kang's names it's a super villain cult! Someone who could save the world vanishing here is pretty straight forward!"

Spidersman growled he went to kick the door down but a forcefield was turned on as a voice came form the speakers, "HUMANITY SHALL KEEP IT'S POWERS THOSE TORCH HAVE THE CHANCE TO TAKE THOSE POWERS AWAY PUT THEM OUT!"

Spiderman's wrist gauntlet then went off, "…. Fuck! His cultist are really moving for it! the new York on is safe with my family! We need to get Iron Maiden up out of there!" he said as he deployed his spiderlegs and used them to make a whole and spread the hole as he punched the door in and spidersman jumped in.

Peter jumped in after the whole in the barrier closing behind him as he said, "I love that function of this things!"

Immortus walked up as he held out his hand and said, "Bold avenger bold!" he then fired a beam and both spiders jumped and Peter said, "his dead wife and son are his weakness!"

Spidersman then through his web Immortus smirked behind his force field only for his eyes to widen as he saw endless numbers of his dead wife and child raising up begging to know why he couldn't save them no matter how hard he tried!

Spiderman and his new friend ran past him while he screamed, "My bet your web was metaphysical was right!" they then came to the room with the powerful electromagnet in a moment peter plugged into the controls turning it off freeing iron Maiden.

the metal plated women and the spider homeless man hugged happily as Peter said, "Good now I shut down the barrier So back door you two you're both Avengers now Come on we need to get to the new York tower now!" they head out.

Ironmaiden flying off with Spidersman in her arms as she said, "What's all this about me saving the world?"

Peter looked at her while web swinging, "the metal your body sweats if viburnum! What we are lacking and what has our world through in to the chill chest!" he shoot a new web line, "your body makes it and you can shape it! in theory you could patch the earth and set it back to normal!"

the woman then let out a shocked gasp followed by , "No pressure!"

Meanwhile at parker tower.

the parker wives and daughters were fighting against the inhuman horde trying to murder them to get at the tower till the ground shaked and the absorbing man at giant size showed up roaring making the horde run.

before the parkers could attack him he said, "Relax I am on your side I don't want to die either! with my new understanding of my powers form Absorbing ultron's head lets me become any element and grow my mass by absorbing it!"

At with point Peter landed on side of it and said, "Perfect! I found a lady who's power is making Viburnum you both can save the world."

the absorbing man looked at her and said, " yes that will do but to get enough quickly would mean I would need to take the form and shape with my own body and die to keep it that ways a sacrifice I will do, but just know this me giving my life for this world doesn't undo my evil it doesn't make me a hero!"

Peter lifted his mask as he said," …. Your on the right track for it sadly! But first we need to save the torches even if we don't need them for the heat we need to burn out the mists!"

Masked mater horn nodded as she said, "Reed in latveria had help form a group called the monster generation so that's two!" She then check her watch hologram screen, "Artic torch safe by X-men! I think we're good I'll send out the avenger alert!"

Later on the ocean the Absorbing man was up to his neck as he said, "I am in the blast whole!"

Iron maiden landed on his head her mask coming off to show her dark skin and raven hair and dark eyes as she said, "I am ready!" She said as Metal flow form her hands into the man making his head grow as he patched the whole.

before long the Absorbing man closed his eyes as the son came out , there was a shake as Arron in his iron man suit was monitoring it, "whole filled Absorbing man's life sighs zero it's over!" he said looking at the large head, "he's a corpse and the world is starting to return to old weather patterns."

thor looked down below and said, "… I believe thou did become a hero Absorbing man!" the avengers then head off

to be continued.


	28. Chapter 28

A few days later while Temperatures were going up it was still a winter wonderland in the middle of summer pretty much everywhere.

Rainbow dash was in her winter outfit inside by the fire place shivering as Zephyr Breeze the anti-venom and her boyfriend swung in a window and made his symbiote take on an agent venom look and size as the mask peeled away and he bowed, "your prince has arrived darling!"

The blue furred parker daughter shivered as she said, "Can the prince charming act I can't be bothered with this While it's this cold!"

the symbiote wearing no longer winged pegasus anthro sat down and said, "Really? We though you would be comfy after all we like you have the same fur coating!"

Rainbow rolled her eyes at it and said, " I may be covered in fur but I am use to the heat of a Mexican beach! Me and my sisters hate the cold! Rarity didn't even like it meant we had to get whole new wardrobes for winter!"

The anti-venom held his chin before returning to his normal large symbiote Monster form as he said, "We have an answer for that!" before the mare's eyes could widen the symbiote pulled her in and when it spit her out She was under ground and had to remove her Coat as it was hot!

Rainbow was now in a white long sleeve shirt as she ripped the sleeves off and some of the rim to make it a tank top she kept her orange gloves, while ripping her indigo pants in to shorts shoving off her black high heel boots as she sighed, "Ok the surprise was lovely but where the hell are we underground!?"

Anit-venom turned her around and her eyes widen at an underground medieval Village complete with castle but all of it looked to be made of scrap metal as he said, "Welcome to the Goblin nation!" he was then slapped by Rainbow!

Dashie put her hands on her hips, "you brought a parker lady to A place called the Goblin nation!" She said in rage!

Anti-venom took on his smaller face as he kept the mask and said, "baby baby you're the only one with out spider powers no one will know who you are because your not a spider!" Rainbow dashe admitted defeat to that with a sigh.

it was true she was never mentioned in the news as While Pinkie pie May, Ben and applejack had all the spider powers, Rarity , sunset and Twilight had the spider sense, Fluttershy's butterfly wings and animal talking skills, she was the odd Mare out She was the only normal parker.

She was a baseline anthro pegasus nothing else nothing special so most people didn't even ask if she was relate to spidermane when they learned her last time! "Fair point! But how did you even know about this place?"

Anti-venom smiled as he said, "Simple while patrolling we followed this gang of Goblin costume thieves that new green goblin Lady was there queen till dare devil and your aunt put her away again! Now they are a life style of the city's forsaken abandoned and normal or new freaks as they are called! Being more of a third world country under our own feet then a normal gang! But they are still criminal. we told your dad and he told us to turn a blind eye to it as it was all homeless kids trying to survive and any attempts to get them to a shuttle would probably make things worst for them!"

Rainbow dash blinked as they walked off and she looked back to her boyfriend, "Ok then explain one more thing to me? Why is it hot down here?"

anti-venom point to a magma flow as he said, "they hit a Vent of Lava and the heat is countering the cold above! It won't last with the temperature above raising it'll get to hot for them to live here!"

The mare held her chin and said, "that's odd!I didn't think volcanos were in America!" she then noticed what looked like a body of rock in the middle of it. "….. Ok that's the molten man's corpse! So not natural!" She said horrified but she jumped as it looked like it moved.

antivenom nodded as he walked by some anthro stallion who sneezed and his white slime formed a tendril that touched him and in a second he was better as he said, 'thank us later dude!"

Soon they came to the gates and walked in to see it was like a rave techno music not to loud neon Lights dancing other stuff that made it looked like a wild Teen party.

Rainbow smiled as she lead her boyfriend down on to the dance floor!

Meanwhile Above Dark devil was swinging on ropes of Fire as he head down a large tunnel into the underground, he rolled to land as he moved his head to listen his earing and spider sense telling him were the gobbling nation was and someone was heading to it!

the blind spider totem fired off a flaming webline and swung after them, "Come on! What's your game plan!"

Meanwhile heading to it was what looked like a man made of metal it was the living brain sent to carry out an order as he said, "most complete mission!"

Meanwhile at the party When a stallion went to hit on Rainbow dash Anti-venom covered her with a bat wing made of symbiote biomass as he took on his monster form and roared!"

Dashie flicked her boyfriend's nose and said, "jealously or Green is not your color honey stay whiter then sour cream my nerd monster!"

Meanwhile the party stopped when the living Brain broke through a wall and started smashing!

one of the Punk Teens at the party throw what looked like a pumpkin bomb at it making it explode only for a gas to leak!"

While most of the teens passed out Rainbow was fine as was zephyr was also fine he was in a symbiote with a mask that could work like an organic gas mask but why wasn't she effect!

that is when Dark devil landed and sniffed, "… Strange it's made to not work on spiders!"

Rainbow jumped as she said, "… there is a bit of spider in me?"

At that point there was a hiss as something dug it's away out of the dirt it looked like a large spider with a Black exo-skeleton and it looked at Reily and said, "Reily dark devil My baby boy no hug for Daddy Ben?"

All three jumped at that as Rainbow shivered, "the hell happened to you uncle ben?" she asked in horror as he was a spider who's legs were bigger then her!

the former scarlet spider then spoke out, "The totem deity want to punish me for becoming a dark totem so I slowly and painfully turned into a giant spider over time! Nasty isn't it!" he said his mandibles moving making green slime drip form his fang filled mouth.

Reily breathed fire at his father making the Villain jump to the cave roof as he said, "Now now Son let's be civil you don't even know why I reprogramed the living brain to make it knock out this goblin want to bes! The answer is I was coming looking for a new body!"

there eyes widened as Anti-venom jumped on to his back, "you have otto's body changing machine in here!" he said ripping off part of the exo-skeleton to reveal robotics as Ben laughed, "yeah I put in machines as the skeleton grow out of my body I was ready My plan was just to take a Teen's body leave this body to self-destruct with the brain and nation and leave, with my humanity back!"

Rainbow then flow in ramming her uncle in the underside were his legs all meet so fast a sonic rainboom was fired making everyone wake up just in time to See Rainbow shatter the giant spiders skeleton!

Ben fell over his armor plating cracked as Reily smiled and said, "bye bye daddy!" he then breath as much fire as he could cooking his father's giant spider form!

while Rainbow was now getting ready to leave there was cheering and the party continued with one of the mares in his age group pulling Reily in for a dance.

Anti-venom shrugged as he said, "who cares!"

to be continued.


	29. Chapter 29

It was a few weeks later weather was returning to normal as Zapp noted while flying, "looks like it's finally settling down!"

She looked down at the crowd most of them had powers now there was nothing special as she flow along thinking about it while looking at the police badge on her belt.

Elsewhere masked matter horn was looking at her own badge thinking about it as she added, "Such a weird turn of events!"

She looked to Saddle rager who nodded in agreement with her teammate and cowife.

that is when Fili-second zoomed in and said, "yeah it's a whole new whole different world!"

Mare-velous came down as she added, "Big time!"

Meanwhile Celestia and Luna smiled at the parker manor happily talking about all of this.

the former solar princess started, "Well Sister dear sister we are married to a handsome stallion our mothers grant it's in a herd but yes!"

Luna nodded as Ava walked in and sighed, "easy for you to say I am the only one not an equine!"

Mj then walked in yawning as she said, "yeah but keep in mind he loves you too!" At with point the tv changed to look like the grandmaster pointing to what looked like a version of the crystal empire " behold the fate of this emperor and there rule the single prince Cadance shall be decide by my challenge the squadron supreme vs the Avangers! If the Avangers shall win the emperor lives if the squadron wins it is destroyed!"

Luna and Celestia screamed, "OUR NEICE!"

the grandmaster showed spidermane, "Spidermane as two of his women in his herd are Celestia and Luna that makes him the uncle to Cadance!" said prince eyes widen as the grandmaster said, "he shall lead the avengers!"

Next was Arron of ironman in his large battle armor, "next the battle armor powered Arron stark the ironman!"

up next was doctor strange as he said, "the master of magic doctor strange!"

Next was jane frost the Valkyrie " behold the lovely Valkyrie!" finally was bruce, "And finally bruce the immortal hulk." He was in human form.

he then introduced the other side " Now for the Squadron supreme there leader Nighthawk, the power princess master of inviable weapons and tech, Doctor spectrum , the every fast whizzer! And finally the almight Hyperion!"

both teams found themselves in what looked like a jungle in daylight, as peter said, "Ok guys first thing first it's day time so Bruce can't become the hulk we are handicapped! Doc strange I think that is were you come in!"

the wizard made his hands glow and crossed them, "I don't know how long this forced change will last but Sorry bruce but the hulks might is need!" in a moment Bruce turned into the hulk.

the green giant looked up and said, "…. Day time …. I get it …. But I don't have to like it!"

At that moment the other team of heroes came at them.

spidermane swung after power princess saying, "My spider sense should counter her invisible weapons!" he said as he land and stood on what had to be an invisible broad sword allowing his spiderlegs to slap the lady into a tree as he flipped off saying," sorry about this niece's life is on the line!"

Ironman in his hulk buster flow at nighthawk who jumped and throw what looked like throwing stars that explode, "My scanners show you are baseline! Your power is your mind like me! May the best genies fighter win nighthawk!"

the hawk land on a tree and said, "Oh trust me I will!" he said proudly.

Doctor spectrum was in the air swinging a construct of a giant sword only for doctor strange to summon a barrier blocking it.

the whizzer was running at high speed only for Jane's all weapon to turn in to a net allowing her to quickly lay it on the ground and flip it up sending the speed demon flying as she flow up her weapon now a mace and as it hit him he vanished.

she then left as a score board called out Avangers one squadron zero!

That is when hyperion looked at the hulk and fired off laser vision blasting to wholes in his head he smirked before he gasped and heard laughing as the Hulk's head regenerated, "IMMORTAL HULK! IMMORTAL!" he then charged in punching the Alien into the air where he stopped hovering.

Only for the hulk to jump as he yelled," HULK SMASH ALIEN! MY FRIEND NEICE IS ON THE LINE!" he then land a doube axe handle to the alien's head sending him rocketing down with the hulk on top of him were the immortal giant kept beating him sense.

the power princess was flying in something invisible but spidermane did a flip avoiding blades as he said, "Mini copper cute!" he then jumped making it look like were he was exploded, "invisible missiles not so much!"

he then pulled out a disk and throw it making webbing jam the invisible blades making her crash and the score board became avengers two as both fighters vanished.

nighthawk was swinging form a grappling hook only for Arron's blast to brake it making him fall in to a valley at with point his shoulder missiles opened firing on the valley to make a cave in, "I am not taking chances!"

Moments later the score board became Avangers three making all the fighting stop as they were now in the crystal emperor as the grandmaster appeared as a giant, "you won three out of five the last two do not matter anymore! Well done avengers!"

At that point he notice spidermane and the hulk on his nose and peter said, "you know you can't play games with lives! Hulk Do your worst!" he notice the sun setting as he said, "and look Luna gives you full power!" he said web swinging off as the hulk yelled out, "HULK KILL!"

Upon landing peter covered Cadance who walked up ot him's eyes and said, "look away niece look away! And cover the foals eyes your about to feel bad for the bad guy!"

Doctor strange looked away in horror, "Oh dam it Hulk he needs therapy!" he said in horror.

jane looked away as she said, "his father killed his mom in front of him then tried to kill him there is nothing to undo that rage and hate!"

Arron then said, "I shut off my suits eyes! Tell me when the hulk is done!"

Peter looked and said,"…. I need to call my wives when this is over!" he said as he could see new York over the walls of the emperor as he also added, "…. Is that the inhuman mobile city coming in!?" he said pointing to it.

jane nodded and said, "Looks that way isn't there prince dating your daughter?" peter nodded as he removed his mask and added, "and he better not brake her heart! I will make an integration incident!"

the hulk yelled out," I KNOW THE FEEL I HAVE A DAUGHTER TOO! NOW STOP CRYING GRANDMASTER YOU DID THIS NOW YOU TAKE THIS ASS WHOOPEN YOU DESERVE! TAKE IT LIKE A MAN!"

to be continued.


	30. Chapter 30

Weeks later in the crystal emperor with was just out side of new York harbor Cadance was happily looking at a picture they had a parker family reunion at her castle she smiled happily at the picture of her large family with a smile.

She sat it down before sighing they all head to leave so she was once more alone the princess of love unable to find love for herself, she sighed sadly, as she walked off to see Wanda or Deadpool leaving one of her guards room.

She watched as the super mare smiled and flicked a cigarette, "Nice job stub! Now I have to go I don't want to pay my sitter over time!" she then hit her belt teleporting away as a shaking guard came out.

the guard held his head as he said, "I am going to need to take a mental day to come to terms with the things she did to me!" he then left with a smile but his eye twitching.

Cadance then yelled, "EVERYONE AROUND ME FINDS LOVE BUT ME!" She then stormed off in a rage. That is when she heard a blast as Cadance went out to check on what it was!

She crept forward hiding behind awhile were her eyes widened even though she know she shouldn't have! It was the X-man Nightcrawler holding a fencing saber in his hand to strike at an older red version of himself in a red suit!

The x-men growled as he said, "I Will not follow in your foot steps Azazel! Your Evil the evil in all but origin!" he said as he struck the red version in the heart but it did nothing!

Azazel laughed it off as he said, "but son we're so much alike!" he called before punching Nightcrawler in the head!

the blow made the x-men let go of his sword as he flipped with the help of his tail on to a wall Only for the Red furred father to pull out the sword teleported and stab his son in the back of the next while standing on the wall, "Same powers teleportation and immortality the only difference is you got your mothers color!"

Kurt went to his hands and kicked his father in the chest with both of his feet making the man fly back and vanish! As he flipped and landed on his feet his tail grabbed the sword and he said, "Fathers love and care for their children you did nothing of the sort!"

the Father of the x-men held out his hands and said, "At this point insulting eachother and shanking eachother with that sword has become a game it's not like we can kill eachother we are immortals Son!"

Kurt grabbed the blade in his left hand as he said, "True but it feels so good!" he then teleported and landed a stab right through his head's head right between the eyes, "Plus I just need to out last you! You can't spend to long on earth thanks to all those magical enhancements!"

the older mutant then held a hand on his chest and said, "…. True true! And my time is almost up! And look we have a pretty little lady watching us! Enjoying the show princess!"

Kurt turned noticing Cadance before long red miniature versions of his Father were jumping around towards her.

Kurt turned to see his father gone and quickly teleported to in front the prince summoning his own min copies that matched his father's in numbers, "Bamfs really father!"

Cadance's eyes widen at what she was seeing, "…what are those?" Kurt looked at her with a look of serious do you have to ask.

the princess of love rubbed the back of her head and said, "Oh right…. Family…feud….. in…Chibi…."

kurt crossed his arms as he said, "you know it is rude to spy on other princess! If my father had notice you sooner he would have used you as a hostage and drug you to hell! You do not want to go there! It's why I keep myself so good! So I don't!"

the prince blushed as she said, "Well I am sorry for your family problems you should at least stay the night mr Kurt was it?"

the mutant looked at her an offer of kindness he was warry but he responded with, "Please call me the nightcrawler!"

the following mouth Spidermane was wall crawling when he notice a news report showing Cadance kissing and upside down nightcrawl as he yelled out, "THAT'S MY NEICE BLUE BOY!" In a moment when shocker went to fire on him Spidermane Flipped over him and slashed his suit's wiring then punched him in the face," I have an x-men I have to pay a beating to!"

Not much later in the manor Nightcrawler was teleporting into it bleeding as he looked to Gambit, "My friend I need help Peter covered in in Nanite tracers he'll be here Soon! He is enraged as I hooked up with his niece you may have seen it on the news!"

gambit looked at the paper with nightcrawling kissing the anthro mare and asked, "… this is Spidey's niece ah most say she is lovely and you did well but you immortal it ain't going to kill you So take that asswhoopen like a man buddy! Like a man! Not like a bitch like the grandmaster buddy!"

Kurt spotted spiders swarming and teleported off, as Spidermane walked in and check his gauntlet, " Well I am off to Finland! Hay gambit!" he said waving as he and his swarm of spiders left.

Gambit waved as he said, "Lucky man! Spidey not so much kurt! Kurt going to be hurting for awhile!"

Later on in the emperor Kurt had his left arm in a caste as he said, "… Still hurts!"

Cadance covered her mouth and said, "I had no idea uncle peter was so protective of his family! Well you should have ask permission anyhow before courting me while it wasn't need it is still good show and would have saved you and my uncle all this time!"

Kurt looked at his arm before saying, "In a way I understand it, I had the same reaction when Wolverine knocked up my mother! But my mother is an evil shapeshifter so he probably didn't know it was her!"

the princess of Love blinked and said, "…. Funny I lost my ex to a shapeshifting evil villainess!" she stated sadly.

Kurt rolled his eyes and said, "If she was blue in default form and preferred women that could be my mother!" the princess raised and eye brow and responded with, "…. No She was a green and black bug horse in default, but still let's hope they never meet!"

Meanwhile at the parker manor Peter was looking at his girls leaving going to different super hero schools Fluttershy was going to the x-men , Rarity Twilight rainbow dash and sunset were after to the future foundation, Pinkie pie and applejack the avengers academy all his kids were out of the house as heroes.

Peter removed his masked and looked to his harem and said, "well they are all gone… let's not do that again!"

At that moment the Power ponies held out pregnancy test making the spider faint.

Ava sighed, "Only one here who can't give him a kid because a horse spider man isn't genetically compatible to a tiger lady!"

the end.


End file.
